Common use of Insurance and Other Special Benefits Clause in Contracts

Insurance and Other Special Benefits. For three (3) years following an Executive’s Termination, Executive shall continue to be covered by the life insurance, medical insurance, dental insurance and accident and disability insurance plans of Parent and its subsidiaries or any successor plan or program in effect at or after Termination for employees in the same class or category as was Executive prior to his Termination. In the event, Executive is ineligible to continue to be so covered under the terms of any such benefit program, or, in the event the Executive is eligible but the benefits applicable to Executive under any such plan or program after Termination are not substantially equivalent to the benefits applicable to Executive immediately prior to Termination, then, Parent shall for a period of three years following his Termination date, pay, provide or cause to be provided, benefits, or such additional benefits as may be necessary to make the benefits applicable to the Executive substantially equivalent to those in effect before termination, through other sources; provided however, that if during such period Executive should enter into the employ of another company or firm which provides substantially similar benefit coverage, Executive’s participation in the comparable benefit provided by Parent either directly or through such other sources shall cease. Nothing contained in this paragraph shall be deemed to require or permit termination or restriction of any Executive’s coverage under any plan or program to Parent or any of its subsidiaries or any successor plan or program thereto which Executive is entitled under the terms of such plan or program. Notwithstanding anything contained in this Agreement, the Executive understands that certain post-termination benefits may be taxable. The Executive agrees that neither the Bank nor the Parent will be liable to Executive for any tax assessed to Executive in connection with the post-termination benefits. Parent will cooperate with Executive to minimize or eliminate the tax effects to the Executive, provided that the Parent shall not be required to take any action that would significantly increase the cost to the Parent of providing such benefits. The welfare benefits that are not non-taxable medical benefits, “disability pay” or “death benefit” plans within the meaning of Treasury Regulation Section 1.409A-1(a)(5) shall be provided and administered in a manner that complies with regulations promulgated under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

Insurance and Other Special Benefits. For three (3) years following an Executive’s TerminationTo the extent Executive is eligible thereunder, Executive shall continue to be covered by the life and dependent life insurance, medical and dental insurance, dental insurance and accident and disability insurance plans of Parent Sonat and its subsidiaries or any successor plan or program in effect at or after Termination for employees in the same class or category as was Executive prior Executive, subject to his Terminationthe terms of such plans and to Executive's making any required contributions thereto. In the event, event Executive is ineligible to continue to be so covered under the terms of any such benefit plan or program, or, or in the event the Executive is eligible but the benefits applicable to Executive under any such plan or program after Termination are not substantially equivalent to the benefits applicable to Executive immediately prior to Termination, then, Parent shall for a period of three years 36 months following his Termination date(or until Executive's Normal Retirement Date, paywhichever is sooner), Sonat shall provide or cause to be provided, such substantially equivalent benefits, or such additional benefits as may be necessary to make the benefits applicable to the Executive substantially equivalent to those in effect before terminationTermination, through other sources; provided provided, however, that if during such period Executive should enter into the employ of another company or firm which provides substantially similar benefit coverage, Executive’s 's participation in the comparable benefit provided by Parent Sonat either directly or through such other sources shall cease. Nothing contained in this paragraph shall be deemed to require or permit termination or restriction of any Executive’s 's coverage under any plan or program to Parent of Sonat or any of its subsidiaries or any successor plan or program thereto to which Executive is entitled under the terms of such plan or program, whether at the end of the aforementioned 36-month period or at any other time. Notwithstanding anything contained in Executive shall be entitled to continuation ("COBRA") coverage under Code Section 4980B upon the termination of the coverage provided under this AgreementSection 3(d) to the same extent as if such coverage had not been provided. Upon the occurrence of both (1) the termination of the medical coverage (including any COBRA coverage elected by Executive) provided under this Section 3(d), the and (2) Executive's attainment of age 55, Executive understands that certain post-termination benefits shall be eligible for such retiree medical coverage as may be taxable. The Executive agrees that neither available generally to early or normal retirees of Sonat, or to former employees in the Bank nor the Parent will be liable to Executive for any tax assessed to Executive in connection with the post-termination benefits. Parent will cooperate with Executive to minimize same class or eliminate the tax effects category as Executive, subject to the terms of such coverage and to Executive, provided that the Parent shall not be 's making any required to take any action that would significantly increase the cost to the Parent of providing such benefits. The welfare benefits that are not non-taxable medical benefits, “disability pay” or “death benefit” plans within the meaning of Treasury Regulation Section 1.409A-1(a)(5) shall be provided and administered in a manner that complies with regulations promulgated under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)contributions thereto.

Insurance and Other Special Benefits. For three (3) years following an the Executive’s Termination, the Executive shall continue to be covered by the life insurance, medical insurance, dental insurance and accident and disability insurance plans of Superior Bank and the Parent and its other subsidiaries or any successor plan or program in effect at or after Termination for employees in the same class or category as was the Executive prior to his Termination. In the event, the Executive is ineligible to continue to be so covered under the terms of any such benefit program, or, in the event the Executive is eligible but the benefits applicable to the Executive under any such plan or program after Termination (the “Post-Termination Benefits”) are not substantially equivalent to the benefits applicable to the Executive immediately prior to Termination, then, Parent Superior Bank, the Parent, or its other subsidiaries or their successors, as the case may be, shall for a period of three (3) years following his Termination date, pay, provide or cause to be provided, benefits, or such additional benefits as may be necessary to make the benefits Post-Termination Benefits applicable to the Executive substantially equivalent to those in effect before terminationimmediately prior to Termination, through other sourcessources or successor plans or programs; provided however, that if during such period the Executive should enter into the employ of another company or firm which provides substantially similar benefit coverage, the Executive’s participation in the comparable benefit provided by Parent either directly or through such other sources hereunder shall cease. Nothing contained in this paragraph shall be deemed to require or permit termination or restriction of any the Executive’s coverage under any plan or program to of Superior Bank, the Parent or any of its other subsidiaries or any successor plan or program thereto program, to which the Executive is entitled under the terms of such plan or program. Notwithstanding anything contained in this Agreement, the Executive understands that certain postPost-termination benefits Termination Benefits may be taxable. The Executive agrees that neither the Superior Bank nor the Parent will be liable to Executive for any tax assessed to Executive in connection with the postPost-termination benefitsTermination Benefits. Superior Bank and the Parent will cooperate with Executive to minimize or eliminate the tax effects to the Executive, provided that Superior Bank and the Parent shall not be required to take any action that would significantly increase the cost to Superior Bank or the Parent of providing such benefits. The welfare benefits that are not non-taxable medical benefits, “disability pay” or “death benefit” plans within the meaning of Treasury Regulation Section 1.409A-1(a)(5) shall be provided and administered in a manner that complies with regulations promulgated under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

Insurance and Other Special Benefits. For three eighteen (318) years months following an the Executive’s Termination, the Executive shall continue to be covered by the life insurance, medical insurance, dental insurance and accident and disability insurance plans of Superior Bank and the Parent and its other subsidiaries or any successor plan or program in effect at or after Termination for employees in the same class or category as was the Executive prior to his Termination. In the event, the Executive is ineligible to continue to be so covered under the terms of any such benefit program, or, in the event the Executive is eligible but the benefits applicable to the Executive under any such plan or program after Termination (the “Post-Termination Benefits”) are not substantially equivalent to the benefits applicable to the Executive immediately prior to Termination, then, Parent Superior Bank, the Parent, or its other subsidiaries or their successors, as the case may be, shall for a period of three years eighteen (18) months following his Termination date, pay, provide or cause to be provided, benefits, or such additional benefits as may be necessary to make the benefits Post-Termination Benefits applicable to the Executive substantially equivalent to those in effect before terminationimmediately prior to Termination, through other sourcessources or successor plans or programs; provided however, that if during such period the Executive should enter into the employ of another company or firm which provides substantially similar benefit coverage, the Executive’s participation in the comparable benefit provided by Parent either directly or through such other sources hereunder shall cease. Nothing contained in this paragraph shall be deemed to require or permit termination or restriction of any the Executive’s coverage under any plan or program to of Superior Bank, the Parent or any of its other subsidiaries or any successor plan or program thereto program, to which the Executive is entitled under the terms of such plan or program. Notwithstanding anything contained in this Agreement, the Executive understands that certain postPost-termination benefits Termination Benefits may be taxable. The Executive agrees that neither the Superior Bank nor the Parent will be liable to Executive for any tax assessed to Executive in connection with the postPost-termination benefitsTermination Benefits. Superior Bank and the Parent will cooperate with Executive to minimize or eliminate the tax effects to the Executive, provided that Superior Bank and the Parent shall not be required to take any action that would significantly increase the cost to Superior Bank or the Parent of providing such benefits. The welfare benefits that are not non-taxable medical benefits, “disability pay” or “death benefit” plans within the meaning of Treasury Regulation Section 1.409A-1(a)(5) shall be provided and administered in a manner that complies with regulations promulgated under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

Insurance and Other Special Benefits. For three (3) years following an To the extent Executive and his dependents are eligible thereunder, until Executive’s Termination, 's 65th birthday Executive and his dependents shall continue to be covered by the life insurance, medical insurance, dental and dependent life insurance and accident medical and disability dental insurance plans of Parent and its subsidiaries Rock-Tenn or any successor plan or program in effect at or after on the date of Termination for employees in the same class or category as was Executive prior Executive, subject to his Terminationthe terms of such plans and to Executive's making any required contributions thereto. In the event, event Executive is and his dependents are ineligible to continue to be so covered under the terms of any such benefit benefit, plan or program, or, or in the event the Executive is and his dependents are eligible but the benefits applicable to Executive under any such plan or program after Termination them are not substantially equivalent to the benefits applicable to Executive them immediately prior to Termination, then, Parent shall for a period of three years 36 months following his Termination date(or until Executive's 65th birthday, paywhichever is sooner), Rock-Tenn shall provide or cause to be provided, such substantially equivalent benefits, or such additional benefits as may be necessary to make the benefits applicable to the Executive and his dependents substantially equivalent to those in effect before terminationTermination, through other sources, subject to Executive's making dollar amount contributions no greater than those he would have made under Rock-Tenn's plans; provided provided, however, that if during such period Executive should enter into the employ of another company or firm which provides substantially similar benefit coveragecoverage and at no greater cost, Executive’s 's and his dependents' participation in the comparable benefit provided by Parent Rock-Tenn either directly or through such other sources shall cease. Nothing contained in this paragraph shall be deemed to require or permit termination or restriction of any Executive’s 's coverage under any plan or program to Parent or any of its subsidiaries Rock-Tenn or any successor plan or program thereto to which Executive is entitled under the terms of such plan or program, whether at the end of the aforementioned 36-month period or at any other time. Notwithstanding anything contained in Executive shall be entitled to continuation ("COBRA") coverage under Code Section 4980B upon the termination of the coverage provided under this AgreementSection 3(c) to the same extent as if such coverage had not been provided. Upon the termination of the medical coverage (including any COBRA coverage elected by Executive) provided under this Section 3(c), the Executive understands that certain post-termination benefits shall be entitled to such retiree medical coverage as may be taxable. The Executive agrees that neither available generally to early or normal retirees of Rock-Tenn, or to former employees in the Bank nor the Parent will be liable to Executive for any tax assessed to Executive in connection with the post-termination benefits. Parent will cooperate with Executive to minimize same class or eliminate the tax effects category as Executive, subject to the terms of such coverage and to Executive, provided that the Parent shall not be 's making any required to take any action that would significantly increase the cost to the Parent of providing such benefits. The welfare benefits that are not non-taxable medical benefits, “disability pay” or “death benefit” plans within the meaning of Treasury Regulation Section 1.409A-1(a)(5) shall be provided and administered in a manner that complies with regulations promulgated under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)contributions thereto.

Insurance and Other Special Benefits. For three Until COLLEN's Normal Retirement Date, (3as defined in paragraph 2(a) years following an Executive’s Terminationabove, Executive COLLEN shall continue to be covered cxxxxxx by the life insurance, medical insurance, dental insurance and accident and disability insurance plans of Parent CARBONIC and its subsidiaries or any successor plan or program in effect at or after Termination for employees in the same class or category as was Executive COLLEN prior to his TerminationTerminatiox, xxxject to the terms of such plans and to COLLEN's making any payments therefor required of employees in the same class or category as was COLLEN prior to his Terminatiox. In Xx the event, Executive event COLLEN is ineligible to continue to continxx xx be so covered under the terms of any such benefit plan or program, or, in the event the Executive COLLEN is eligible but the benefits bexxxxxx applicable to Executive COLLEN under any such plan or xx program after Termination are not substantially equivalent to the benefits applicable to Executive COLLEN immediately prior to TerminationTexxxxxxion, then, Parent until COLLEN's Normal Retirement Date, CARBONIC shall for a period of three years following his Termination date, pay, provide or cause to be provided, such substantially equivalent benefits, or such additional benefits as may be necessary to make the benefits applicable to the Executive COLLEN substantially equivalent to those equivalenx xx xhose in effect before terminationTermination, through other sources; provided howeverPROVIDED, HOWEVER, that if during such period Executive COLLEN should enter into the employ xxxxoy of another company or firm which provides substantially similar insurance benefit coverage, Executive’s COLLEN's participation in the comparable benefit provided by Parent CARBONIC either directly or through such other sources shall cease. Nothing contained in this paragraph shall be deemed to require or permit termination or restriction of any Executive’s COLLEN's coverage under any plan or program to Parent of CARBONIC, or any of its subsidiaries or any successor plan or program thereto to which Executive COLLEN is entitled under the terms txxxx xf such plan or program thereto to which COLLEN is entitled under the xxxxx of such plan or program. Notwithstanding anything contained in this Agreement, the Executive understands that certain post-termination benefits may be taxable. The Executive agrees that neither the Bank nor the Parent will be liable to Executive for any tax assessed to Executive in connection with the post-termination benefits. Parent will cooperate with Executive to minimize or eliminate the tax effects to the Executive, provided that the Parent shall not be required to take any action that would significantly increase the cost to the Parent of providing such benefits. The welfare benefits that are not non-taxable medical benefits, “disability pay” or “death benefit” plans within the meaning of Treasury Regulation Section 1.409A-1(a)(5) shall be provided and administered in a manner that complies with regulations promulgated under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

Insurance and Other Special Benefits. For three (3) years following an To the extent Executive and his dependents are eligible thereunder, until Executive’s Termination, 65th birthday Executive and his dependents shall continue to be covered by the life insurance, medical insurance, dental and dependent life insurance and accident medical and disability dental insurance plans of Parent and its subsidiaries Rock-Tenn or any successor plan or program in effect at or after on the date of Termination for employees in the same class or category as was Executive prior Executive, subject to his Terminationthe terms of such plans and to Executive’s making any required contributions thereto. In the event, event Executive is and his dependents are ineligible to continue to be so covered under the terms of any such benefit benefit, plan or program, or, or in the event the Executive is and his dependents are eligible but the benefits applicable to Executive under any such plan or program after Termination them are not substantially equivalent to the benefits applicable to Executive them immediately prior to Termination, then, Parent shall for a period of three years 36 months following his Termination date(or until Executive’s 65th birthday, paywhichever is sooner), Rock-Tenn shall provide or cause to be provided, such substantially equivalent benefits, or such additional benefits as may be necessary to make the benefits applicable to the Executive and his dependents substantially equivalent to those in effect before terminationTermination, through other sources, subject to Executive’s making dollar amount contributions no greater than those he would have made under Rock-Tenn’s plans; provided provided, however, that if during such period Executive should enter into the employ of another company or firm which provides substantially similar benefit coveragecoverage and at no greater cost, Executive’s and his dependents’ participation in the comparable benefit provided by Parent Rock-Tenn either directly or through such other sources shall cease. Nothing contained in this paragraph shall be deemed to require or permit termination or restriction of any Executive’s coverage under any plan or program to Parent or any of its subsidiaries Rock-Tenn or any successor plan or program thereto to which Executive is entitled under the terms of such plan or program, whether at the end of the aforementioned 36-month period or at any other time. Notwithstanding anything contained in Executive shall be entitled to continuation (“COBRA”) coverage under Code Section 4980B upon the termination of the coverage provided under this AgreementSection 3(c) to the same extent as if such coverage had not been provided. Upon the termination of the medical coverage (including any COBRA coverage elected by Executive) provided under this Section 3(c), the Executive understands that certain post-termination benefits shall be entitled to such retiree medical coverage as may be taxableavailable generally to early or normal retirees of Rock-Tenn, or to former employees in the same class or category as Executive, subject to the terms of such coverage and to Executive’s making any required contributions thereto. The Executive agrees that neither the Bank nor the Parent will be liable to Executive for any tax assessed to Executive in connection with the post-termination benefits. Parent will cooperate with Executive to minimize or eliminate the tax effects provisions of this Section 3(c) are subject to the Executive, provided that the Parent shall not be required to take any action that would significantly increase the cost to the Parent provisions of providing such benefits. The welfare benefits that are not non-taxable medical benefits, “disability pay” or “death benefit” plans within the meaning of Treasury Regulation Section 1.409A-1(a)(5) shall be provided and administered in a manner that complies with regulations promulgated under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”3(h).