Common use of Post-Termination Payments Clause in Contracts

Post-Termination Payments. (a) If Employee is terminated by Company pursuant to Paragraph 10 hereof, Company shall pay to Employee a monthly severance payment in an amount equal to Employee’s monthly salary at the time of termination, less taxes and other deductions required by law, for either (i) twelve (12) months if Employee has less than five (5) years of uninterrupted service with Company as of the effective date of employment termination or (ii) fifteen (15) months if Employee has between five (5) and ten (10) years of uninterrupted service with Company as of the effective date of employment termination or (ii) eighteen (18) months if employee has ten (10) years or more of uninterrupted service with Company as of the effective date of employment termination (the applicable period hereinafter called the “Severance Period”), beginning on the first payroll date after the expiration of the thirty (30)-day period following the date of Employee’s termination of employment and each payroll date thereafter until fully paid, in accordance with Company’s regular payroll practices; provided that Employee signs and does not revoke at the time of termination of employment a General Release satisfactory to Company of any and all claims which Employee may have arising out of or relating to Employee’s employment with and/or termination of employment with Company. In addition, if Employee is terminated (i) for any reason other than for Cause under Paragraph 9 hereof or (ii) for an Inability under Paragraph 7 hereof which does not qualify Employee for coverage under Company’s applicable long-term disability policy, Company shall maintain Employee in its group health plan on the same basis as if Employee had remained employed by Company during the Severance Period, for the duration of the Severance Period or until Employee becomes covered under another group health plan, whichever occurs first; provided, that in order to receive such continued coverage, Employee shall be required to pay to Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage and Company shall reimburse to Employee the amount of such monthly premium, less the amount that Employee was required to pay for such coverage immediately prior to Employee’s date of termination of employment, (the “Health Payment”) no later than the next payroll date of Company that occurs after the date the premium for the month is paid by Employee. In addition, on each date on which the monthly Health Payments are made, Company shall pay to Employee an additional amount equal to the federal, state and local income and payroll taxes that Employee incurs on each monthly Health Payment (the “Health Gross-up Payment on Covered Termination”). The Health Payment and the Health Gross-up Payment on Covered Termination shall be reimbursed to Employee in a manner that complies with the requirements of Treas. Reg. §1.409A-3(i)(1)(iv). The COBRA healthcare continuation coverage period under section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) shall run concurrently with the foregoing Severance Period.

Post-Termination Payments. (a) If Employee is terminated by Company pursuant to Paragraph 10 hereof, Company shall pay to Employee a monthly severance payment in an amount equal to Employee’s monthly salary at the time of termination, less taxes and other deductions required by law, for either (i) twelve six (126) months if Employee has less than five (5) years of uninterrupted service with Company as of the effective date of employment termination or (ii) fifteen nine (159) months if Employee has between five (5) and ten (10) years of uninterrupted service with Company as of the effective date of employment termination or (ii) eighteen twelve (1812) months if employee has ten (10) years or more of uninterrupted service with Company as of the effective date of employment termination (the applicable period hereinafter called the “Severance Period”), beginning on the first payroll date after the expiration of the thirty (30)-day period following the date of Employee’s termination of employment and each payroll date thereafter until fully paid, in accordance with Company’s regular payroll practices; provided that Employee signs and does not revoke at the time of termination of employment a General Release satisfactory to Company of any and all claims which Employee may have arising out of or relating to Employee’s employment with and/or termination of employment with Company. In addition, if Employee is terminated (i) for any reason other than for Cause under Paragraph 9 hereof or (ii) for an Inability under Paragraph 7 hereof which does not qualify Employee for coverage under Company’s applicable long-term disability policy, Company shall maintain Employee in its group health plan on the same basis as if Employee had remained employed by Company during the Severance Period, for the duration of the Severance Period or until Employee becomes covered under another group health plan, whichever occurs first; provided, that in order to receive such continued coverage, Employee shall be required to pay to Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage and Company shall reimburse to Employee the amount of such monthly premium, less the amount that Employee was required to pay for such coverage immediately prior to Employee’s date of termination of employment, (the “Health Payment”) no later than the next payroll date of Company that occurs after the date the premium for the month is paid by Employee. In addition, on each date on which the monthly Health Payments are made, Company shall pay to Employee an additional amount equal to the federal, state and local income and payroll taxes that Employee incurs on each monthly Health Payment (the “Health Gross-up Payment on Covered Termination”). The Health Payment and the Health Gross-up Payment on Covered Termination shall be reimbursed to Employee in a manner that complies with the requirements of Treas. Reg. §1.409A-3(i)(1)(iv). The COBRA healthcare continuation coverage period under section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) shall run concurrently with the foregoing Severance Period.

Post-Termination Payments. (a) If Employee is terminated by Company pursuant to Paragraph 10 hereof, Company shall pay to Employee a monthly severance payment in an amount equal to Employee’s 's monthly salary at the time of termination, less taxes and other deductions required by law, for either (i) twelve (12) months if Employee has less than five (5) years of uninterrupted service with Company as of the effective date of employment termination or (ii) fifteen (15) months if Employee has between five (5) and ten (10) years of uninterrupted service with Company as of the effective date of employment termination or (ii) eighteen (18) months if employee has ten (10) years or more of uninterrupted service with Company as of the effective date of employment following such termination (the applicable period hereinafter called the “"Severance Period”), beginning on the first payroll date after the expiration of the thirty (30)-day period following the date of Employee’s termination of employment and each payroll date thereafter until fully paid, in accordance with Company’s regular payroll practices; ") provided that Employee signs and does not revoke executes at the time of Employee's termination of employment a General Release satisfactory to the Company of any and all claims which Employee may have arising out of or relating to Employee’s 's employment with and/or termination of employment with the Company. Any pay which Employee receives in lieu of notice pursuant to Paragraph 10 below shall offset the Company's obligation, if any, under this Paragraph 6(b). If Employee is terminated for an Inability pursuant to Paragraph 7 hereof and such Inability constitutes a disability, Company shall pay to Employee, during the Severance Period, the difference between Employee's base salary and any disability payments he receives during such period under the Company's short and long-term disability plans, as applicable. In addition, if Employee is terminated (i) for any reason other than for Cause under Paragraph 9 hereof or (ii) for an Inability under Paragraph 7 hereof which does not qualify Employee for coverage under Company’s applicable long-term disability policyis other than a disability, the Company shall maintain Employee in its group health plan on the same basis as if Employee had remained employed by the Company during the Severance Period, for the duration of the Severance Period or until Employee becomes covered under another group health plan, whichever occurs first; provided, that in order to receive such continued coverage, Employee shall be required to pay to Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage and Company shall reimburse to Employee the amount of such monthly premium, less the amount that Employee was required to pay for such coverage immediately prior to Employee’s date of termination of employment, (the “Health Payment”) no later than the next payroll date of Company that occurs after the date the premium for the month is paid by Employee. In addition, on each date on which the monthly Health Payments are made, Company shall pay to Employee an additional amount equal to the federal, state and local income and payroll taxes that Employee incurs on each monthly Health Payment (the “Health Gross-up Payment on Covered Termination”). The Health Payment and the Health Gross-up Payment on Covered Termination shall be reimbursed to Employee in a manner that complies with the requirements of Treas. Reg. §1.409A-3(i)(1)(iv). The COBRA healthcare continuation coverage period under section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) shall run concurrently with the foregoing Severance Period.

Post-Termination Payments. (a) If Employee is terminated by Company pursuant to Paragraph 10 hereof, Company shall pay to Employee a monthly severance payment in an amount equal to Employee’s monthly salary at the time of termination, less taxes and other deductions required by law, for either (i) twelve (12) months if Employee has less than five (5) years of uninterrupted service with Company as of the effective date of employment termination or (ii) fifteen (15) months if Employee has between five (5) and ten (10) years of uninterrupted service with Company as of the effective date of employment termination or (iiiii) eighteen (18) months if employee has ten (10) years or more of uninterrupted service with Company as of the effective date of employment termination (the applicable period hereinafter called the “Severance Period”), beginning on the first payroll date after the expiration of the thirty (30)-day period following the date of Employee’s termination of employment and each payroll date thereafter until fully paid, in accordance with Company’s regular payroll practices; provided that Employee signs and does not revoke at the time of termination of employment a General Release satisfactory to Company of any and all claims which Employee may have arising out of or relating to Employee’s employment with and/or termination of employment with Company. In addition, if Employee is terminated (i) for any reason other than for Cause under Paragraph 9 hereof or (ii) for an Inability under Paragraph 7 hereof which does not qualify Employee for coverage under Company’s applicable long-term disability policy, Company shall maintain Employee in its group health plan on the same basis as if Employee had remained employed by Company during the Severance Period, for the duration of the Severance Period or until Employee becomes covered under another group health plan, whichever occurs first; provided, that in order to receive such continued coverage, Employee shall be required to pay to Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage and Company shall reimburse to Employee the amount of such monthly premium, less the amount that Employee was required to pay for such coverage immediately prior to Employee’s date of termination of employment, (the “Health Payment”) no later than the next payroll date of Company that occurs after the date the premium for the month is paid by Employee. In addition, on each date on which the monthly Health Payments are made, Company shall pay to Employee an additional amount equal to the federal, state and local income and payroll taxes that Employee incurs on each monthly Health Payment (the “Health Gross-up Payment on Covered Termination”). The Health Payment and the Health Gross-up Payment on Covered Termination shall be reimbursed to Employee in a manner that complies with the requirements of Treas. Reg. §1.409A-3(i)(1)(iv). The COBRA healthcare continuation coverage period under section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) shall run concurrently with the foregoing Severance Period.

Post-Termination Payments. (a) If Employee is terminated by Company pursuant to Paragraph 10 hereof, Company The Executive shall pay to Employee a monthly severance payment in receive an amount equal to Employee’s monthly the annual base salary at then in effect pursuant to Section 3(a) plus the time of termination, less taxes and other deductions required by law, for either (i) twelve (12) months if Employee has less than five (5) years of uninterrupted service with Company as average of the effective "annual cash incentive" paid to or earned by the Executive by the Corporation in the rolling 3-year period ending on the date immediately prior to the date of employment termination or (ii) fifteen (15) months the Executive’s Termination of Employment or, if Employee the Executive has between five (5) and ten (10) years of uninterrupted service with Company as been employed by the Corporation for a shorter period, the average of the effective “annual cash incentive” paid to or earned by the Executive by the Corporation in such shorter one or two year period ending on the date of employment termination or (iithe Executive’s Termination of Employment. For purposes of this Section 9, the term "annual cash incentive" shall mean only the cash incentive compensation actually paid to the Executive during such period and the cash incentive compensation actually earned but not yet received by the Executive pursuant to Section 3(b) eighteen (18) months if employee has ten (10) years or more of uninterrupted service with Company as this Agreement for any performance period completed before the date immediately prior to the date of the effective date Executive's Termination of employment Employment. “Annual cash incentive” shall not include any other form of compensation or benefit paid or provided to the Executive or any annual cash incentive with respect to an uncompleted performance period. Such post-termination (payment shall be paid to the applicable period hereinafter called the “Severance Period”), beginning on the first payroll date after the expiration of the thirty (30)-day period Executive in a lump sum as soon as practicable following the date of Employee’s termination of employment and each payroll date thereafter until fully paid, in accordance with Company’s regular payroll practices; provided that Employee on which the Executive signs and does not revoke at the time Release of termination Claims; provided that if the Executive’s Termination of employment a General Release satisfactory to Company Employment occurs on or after January 1 of any year and all claims which Employee may have arising out the “annual cash incentive” earned for the preceding calendar year has not been calculated, and the portion of or relating the post-termination payment related to Employee’s employment with and/or base salary has become payable, the portion related to base salary shall be paid at such time and the remaining portion of the post-termination of employment with Company. In addition, if Employee is terminated (i) for any reason other than for Cause under Paragraph 9 hereof or (ii) for an Inability under Paragraph 7 hereof which does not qualify Employee for coverage under Company’s applicable long-term disability policy, Company payment related to the “annual cash incentive” shall maintain Employee in its group health plan be paid on the same basis as date the Executive would otherwise have received the “annual cash incentive” payment if Employee his employment had remained employed by Company during the Severance Period, for the duration of the Severance Period or until Employee becomes covered under another group health plan, whichever occurs firstnot been terminated; provided, further however, that in order to receive all events such continued coverage, Employee amount shall be required to pay to Company at paid before March 15 of the same time calendar year following the Exhibit 10 (e) calendar year in which occurs the Executive’s Termination of Employment. The parties affirm that premium it is their intent that such post-termination payments are due for be excluded from the month an amount equal to the full monthly premium payments required for such coverage and Company shall reimburse to Employee the amount application of such monthly premium, less the amount that Employee was required to pay for such coverage immediately prior to Employee’s date Code Section 409A by reason of termination of employment, (the “Health Payment”) no later than the next payroll date of Company that occurs after the date the premium for the month is paid by Employee. In addition, on each date on which the monthly Health Payments are made, Company shall pay to Employee an additional amount equal to the federal, state and local income and payroll taxes that Employee incurs on each monthly Health Payment (the “Health Grossshort-up Payment on Covered Termination”term deferral” rule set forth at Regulation §1.409A-1(b)(4). The Health Payment and the Health Gross-up Payment on Covered Termination shall be reimbursed to Employee in a manner that complies with the requirements of Treas. Reg. §1.409A-3(i)(1)(iv). The COBRA healthcare continuation coverage period under section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) shall run concurrently with the foregoing Severance Period.

Post-Termination Payments. (a) If Employee is terminated by Company pursuant to Paragraph 10 hereof, Company shall pay to Employee a monthly severance payment in an amount equal to Employee’s monthly salary at the time of termination, less taxes and other deductions required by law, for either (i) twelve (12) months if Employee has less than five (5) years of uninterrupted service with Company as of the effective date of employment termination or (ii) fifteen (15) months if Employee has between five (5) and ten (10) years of uninterrupted service with Company as of the effective date of employment termination or (ii) eighteen (18) months if employee has ten (10) years or more of uninterrupted service with Company as of the effective date of employment termination (the applicable period hereinafter called the “Severance Period”), beginning on the first payroll date after the expiration of the thirty (30)-day period following the date of Employee’s termination of employment and each payroll date thereafter until fully paid, in accordance with Company’s regular payroll practices; provided that Employee signs and does not revoke at the time of termination of employment a General Release satisfactory to Company of any and all claims which Employee may have arising out of or relating to Employee’s employment with and/or termination of employment with Company. In addition, if Employee is terminated (i) for any reason other than for Cause under Paragraph 9 hereof or (ii) for an Inability under Paragraph 7 hereof which does not qualify Employee for coverage under Company’s applicable long-term disability policy, Company shall maintain Employee in its group health plan on the same basis as if Employee had remained employed by Company during the Severance Period, for the duration of the Severance Period or until Employee becomes covered under another group health plan, whichever occurs first; provided, that in order to receive such continued coverage, Employee shall be required to pay to Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage and Company shall reimburse to Employee the amount of such monthly premium, less the amount that Employee was required to pay for such coverage immediately prior to Employee’s date of termination of employment, (the “Health Payment”) no later than the next payroll date of Company that occurs after the date the premium for the month is paid by Employee. In addition, on each date on which the monthly Health Payments are made, Company shall pay to Employee an additional amount equal to the federal, state and local income and payroll taxes that Employee incurs on each monthly Health Payment (the “Health Gross-up Payment on Covered Termination”). The Health Payment and the Health Gross-up Payment on Covered Termination shall be reimbursed to Employee in a manner that complies with the requirements of Treas. Reg. §1.409A-3(i)(1)(iv). The COBRA healthcare continuation coverage period under section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) shall run concurrently with the foregoing Severance Period.

Post-Termination Payments. (a) If Employee is terminated by Company pursuant to Paragraph 10 hereof, Company shall pay to Employee a monthly severance payment in an amount equal to Employee’s monthly salary at the time of termination, less taxes and other deductions required by law, for either (i) twelve (12) months if Employee has less than five (5) years of uninterrupted service with Company as of the effective date of employment termination or (ii) fifteen (15) months if Employee has between five (5) and ten (10) years of uninterrupted service with Company as of the effective date of employment termination or (ii) eighteen (18) months if employee has ten (10) years or more of uninterrupted service with Company as of the effective date of employment termination (the applicable period hereinafter called the “Severance Period”), beginning on the first payroll date after the expiration of the thirty (30)-day period following the date of Employee’s termination of employment and each payroll date thereafter until fully paid, in accordance with Company’s regular payroll practices; provided that Employee signs and does not revoke at the time of termination of employment a General Release satisfactory to Company of any and all claims which Employee may have arising out of or relating to Employee’s employment with and/or termination of employment with Company. If Employee is terminated for an Inability pursuant to Paragraph 7 hereof and such Inability constitutes a disability, company shall pay to Employee, during the Severance Period, the difference between Employee’s base salary and any disability payments he receives during such period under the Company’s short and long term disability plans, as applicable. In addition, if Employee is terminated (i) for any reason other than for Cause under Paragraph 9 hereof or (ii) for an Inability under Paragraph 7 hereof which does not qualify Employee for coverage under Company’s applicable long-term disability policy, Company shall maintain Employee in its group health plan on the same basis as if Employee had remained employed by Company during the Severance Period, for the duration of the Severance Period or until Employee becomes covered under another group health plan, whichever occurs first; provided, that in order to receive such continued coverage, Employee shall be required to pay to Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage and Company shall reimburse to Employee the amount of such monthly premium, less the amount that Employee was required to pay for such coverage immediately prior to Employee’s date of termination of employment, (the “Health Payment”) no later than the next payroll date of Company that occurs after the date the premium for the month is paid by Employee. In addition, on each date on which the monthly Health Payments are made, Company shall pay to Employee an additional amount equal to the federal, state and local income and payroll taxes that Employee incurs on each monthly Health Payment (the “Health Gross-up Payment on Covered Termination”). The Health Payment and the Health Gross-up Payment on Covered Termination shall be reimbursed to Employee in a manner that complies with the requirements of Treas. Reg. §1.409A-3(i)(1)(iv). The COBRA healthcare continuation coverage period under section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) shall run concurrently with the foregoing Severance Period.

Post-Termination Payments. (a) If Employee is terminated by Company pursuant to Paragraph 10 hereof, Company shall pay to Employee a monthly severance payment in an amount equal to Employee’s 's monthly salary at the time of termination, less taxes and other deductions required by law, for either (i) twelve (12) months if Employee has less than five (5) years of uninterrupted service with Company as of the effective date of employment termination or (ii) fifteen (15) months if Employee has between five (5) and ten (10) years of uninterrupted service with Company as of the effective date of employment termination or (ii) eighteen (18) months if employee has ten (10) years or more of uninterrupted service with Company as of the effective date of employment following such termination (the applicable period hereinafter called the “"Severance Period”), beginning on ") plus Employee shall receive during the first payroll date after Severance Period his average quarterly incentive bonus (excluding any amounts attributable to an annual incentive bonus) for the expiration of twelve-month period preceding the thirty (30)-day period following the date termination of Employee’s termination of employment and each payroll date thereafter until fully paid's employment, in accordance with Company’s regular payroll practices; provided that Employee signs and does not revoke executes at the time of Employee's termination of employment a General Release satisfactory to the Company of any and all claims which Employee may have arising out of or relating to Employee’s 's employment with and/or termination of employment with the Company. Any pay which Employee receives in lieu of notice pursuant to Paragraph 10 below shall offset the Company's obligation, if any, under this Paragraph 6(b). If Employee is terminated for an Inability pursuant to Paragraph 7 hereof and such Inability constitutes a disability, Company shall pay to Employee, during the Severance Period, the difference between Employee's base salary and any disability payments he receives during such period under the Company's short and long-term disability plans, as applicable. In addition, if Employee is terminated (i) for any reason other than for Cause under Paragraph 9 hereof or (ii) for an Inability under Paragraph 7 hereof which does not qualify Employee for coverage under Company’s applicable long-term disability policyis other than a disability, the Company shall maintain Employee in its group health plan on the same basis as if Employee had remained employed by the Company during the Severance Period, for the duration of the Severance Period or until Employee becomes covered under another group health plan, whichever occurs first; provided, that in order to receive such continued coverage, Employee shall be required to pay to Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage and Company shall reimburse to Employee the amount of such monthly premium, less the amount that Employee was required to pay for such coverage immediately prior to Employee’s date of termination of employment, (the “Health Payment”) no later than the next payroll date of Company that occurs after the date the premium for the month is paid by Employee. In addition, on each date on which the monthly Health Payments are made, Company shall pay to Employee an additional amount equal to the federal, state and local income and payroll taxes that Employee incurs on each monthly Health Payment (the “Health Gross-up Payment on Covered Termination”). The Health Payment and the Health Gross-up Payment on Covered Termination shall be reimbursed to Employee in a manner that complies with the requirements of Treas. Reg. §1.409A-3(i)(1)(iv). The COBRA healthcare continuation coverage period under section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) shall run concurrently with the foregoing Severance Period.

Post-Termination Payments. (a) If Employee is terminated by Company pursuant to Paragraph 10 hereof, Company shall pay to Employee a monthly severance payment as salary continuation in an amount equal to Employee’s monthly salary at the time of termination, less taxes and other deductions required by law, for either (i) twelve six (126) months if Employee has less than five (5) years of uninterrupted service with Company as of the effective date of employment termination or (ii) fifteen nine (159) months if Employee has between five (5) and ten (10) years of uninterrupted service with Company as of the effective date of employment termination or (ii) eighteen twelve (1812) months if employee has ten (10) years or more of uninterrupted service with Company as of the effective date of employment termination (the applicable period hereinafter called the “Severance Period”), beginning on the first payroll date after the expiration of the thirty (30)-day period following the date of Employee’s termination of employment and each payroll date thereafter until fully paid, in accordance with Company’s regular payroll practices; provided that Employee signs and does not revoke at the time of termination of employment a General Release satisfactory to Company of any and all claims which Employee may have arising out of or relating to Employee’s employment with and/or termination of employment with Company. In addition, if Employee is terminated (i) for any reason other than for Cause under Paragraph 9 hereof or (ii) for an Inability under Paragraph 7 hereof which does not qualify Employee for coverage under Company’s applicable long-term disability policy, Company shall maintain Employee in its group supplemental health insurance plan on the same basis as if Employee had remained employed by Company during the Severance Period, for the duration of the Severance Period or until Employee becomes covered under another group supplemental health insurance plan, whichever occurs first; provided, that in order to receive such continued coverage, Employee shall be required to pay to Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage and Company shall reimburse to Employee the amount of such monthly premium, less the amount that Employee was required to pay for such coverage immediately prior to Employee’s date of termination of employment, (the “Health Payment”) no later than the next payroll date of Company that occurs after the date the premium for the month is paid by Employee. In addition, on each date on which the monthly Health Payments are made, Company shall pay to Employee an additional amount equal to the federal, state provincial and local income and payroll taxes that Employee incurs on each monthly Health Payment (the “Health Gross-up Payment on Covered Termination”). The Health Payment and the Health Gross-up Payment on Covered Termination shall be reimbursed to Employee in a manner that complies with the requirements of Treas. Reg. §1.409A-3(i)(1)(iv). The COBRA healthcare continuation coverage period under section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) shall run concurrently with the foregoing Severance Period.

Post-Termination Payments. (a) If Employee is terminated by Company pursuant to Paragraph 10 hereof, Company shall pay to Employee a monthly severance payment in an amount equal to Employee’s monthly salary at the time of termination, less taxes and other deductions required by law, for either (i) twelve (12) months if Employee has less than five (5) years of uninterrupted service with Company as of the effective date of employment termination or (ii) fifteen (15) months if Employee has between five (5) and ten (10) years of uninterrupted service with Company as of the effective date of employment termination or (ii) eighteen (18) months if employee has ten (10) years or more of uninterrupted service with Company as of the effective date of employment termination (the applicable period hereinafter called the “Severance Period”), beginning on the first payroll date after the expiration of the thirty (30)-day period following the date of Employee’s termination of employment and each payroll date thereafter until fully paid, in accordance with Company’s regular payroll practices; provided that Employee signs and does not revoke at the time of termination of employment a General Release satisfactory to Company of any and all claims which Employee may have arising out of or relating to Employee’s employment with and/or termination of employment with Company. If Employee is terminated for an Inability pursuant to Paragraph 7 hereof and such Inability constitutes a disability, Company shall pay to Employee, during the Severance Period, the difference between Employee’s base salary and any disability payments he receives during such period under the Company’s short and long-term disability plans, as applicable. In addition, if Employee is terminated (i) for any reason other than for Cause under Paragraph 9 hereof or (ii) for an Inability under Paragraph 7 hereof which does not qualify is other than a disability, and on the effective date of such termination, Employee for coverage is covered under Company’s applicable long-term disability policygroup health plan, Company shall maintain Employee in its group health plan on the same basis as if Employee had remained employed by Company during the Severance Period, for the duration of the Severance Period or until Employee becomes covered employed under another group health insurance plan, whichever occurs first; provided, that in order to receive such continued coverage, Employee shall be required to pay to Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage and Company shall reimburse to Employee the amount of such monthly premium, less the amount that Employee was required to pay for such coverage immediately prior to Employee’s date of termination of employment, (the “Health Payment”) no later than the next payroll date of Company that occurs after the date the premium for the month is paid by Employee. In addition, on each date on which the monthly Health Payments are made, Company shall pay to Employee an additional amount equal to the federal, state and local income and payroll taxes that Employee incurs on each monthly Health Payment (the “Health Gross-up Payment on Covered Termination”). The Health Payment and the Health Gross-up Payment on Covered Termination shall be reimbursed to Employee in a manner that complies with the requirements of Treas. Reg. §1.409A-3(i)(1)(iv). The COBRA healthcare continuation coverage period under section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) shall run concurrently with the foregoing Severance Period.

Post-Termination Payments. (a) If Employee is terminated by Company pursuant to Paragraph 10 hereof, Company shall pay to Employee a monthly severance payment in an amount equal to Employee’s monthly salary at the time of termination, less taxes and other deductions required by law, for either (i) twelve (12) months if Employee has less than five (5) years of uninterrupted service with Company as of the effective date of employment termination or (ii) fifteen (15) months if Employee has between five (5) and ten (10) years of uninterrupted service with Company as of the effective date of employment termination or (ii) eighteen (18) months if employee has ten (10) years or more of uninterrupted service with Company as of the effective date of employment termination (the applicable period hereinafter called the “Severance Period”), plus Employee shall receive during the Severance Period his average quarterly incentive bonus (excluding any amounts attributable to an annual or long term incentive bonus or plan) for the twelve (12) month period preceding the termination of Employee’s employment, beginning on the first payroll date after the expiration of the thirty (30)-day period following the date of Employee’s termination of employment and each payroll date thereafter until fully paid, in accordance with Company’s regular payroll practices; provided that Employee signs and does not revoke at the time of termination of employment a General Release satisfactory to Company of any and all claims which Employee may have arising out of or relating to Employee’s employment with and/or termination of employment with Company. If Employee is terminated for an Inability pursuant to Paragraph 7 hereof and such Inability constitutes a disability, company shall pay to Employee, during the Severance Period, the difference between Employee’s base salary and any disability payments he receives during such period under the Company’s short and long term disability plans, as applicable. In addition, if Employee is terminated (i) for any reason other than for Cause under Paragraph 9 hereof or (ii) for an Inability under Paragraph 7 hereof which does not qualify Employee for coverage under Company’s applicable long-term disability policy, Company shall maintain Employee in its group health plan on the same basis as if Employee had remained employed by Company during the Severance Period, for the duration of the Severance Period or until Employee becomes covered under another group health plan, whichever occurs first; provided, that in order to receive such continued coverage, Employee shall be required to pay to Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage and Company shall reimburse to Employee the amount of such monthly premium, less the amount that Employee was required to pay for such coverage immediately prior to Employee’s date of termination of employment, (the “Health Payment”) no later than the next payroll date of Company that occurs after the date the premium for the month is paid by Employee. In addition, on each date on which the monthly Health Payments are made, Company shall pay to Employee an additional amount equal to the federal, state and local income and payroll taxes that Employee incurs on each monthly Health Payment (the “Health Gross-up Payment on Covered Termination”). The Health Payment and the Health Gross-up Payment on Covered Termination shall be reimbursed to Employee in a manner that complies with the requirements of Treas. Reg. §1.409A-3(i)(1)(iv). The COBRA healthcare continuation coverage period under section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) shall run concurrently with the foregoing Severance Period.

Post-Termination Payments. (a) If Employee is terminated by Company pursuant to Paragraph 10 hereof, Company shall pay to Employee a monthly severance payment in an amount equal to Employee’s monthly salary at the time of termination, less taxes and other deductions required by law, for either (i) twelve nine (12) months if Employee has less than five (5) years of uninterrupted service with Company as of the effective date of employment termination or (ii) fifteen (159) months if Employee has between five (5) years and ten (10) years of uninterrupted service with Company as of the effective date of employment termination or (ii) eighteen twelve (1812) months if employee Employee has ten (10) years or of more of uninterrupted service with Company as of the effective date of employment termination (the applicable period hereinafter called the “Severance Period”), beginning on the first payroll date after the expiration of the thirty (30)-day period following the date of Employee’s termination of employment and each payroll date thereafter until fully paid, in accordance with Company’s regular payroll practices; provided that Employee signs and does not revoke at the time of termination of employment a General Release satisfactory to Company of any and all claims which Employee may have arising out of or relating to Employee’s employment with and/or termination of employment with Company. In addition, if Employee is terminated (i) for any reason other than for Cause under Paragraph 9 hereof or (ii) for an Inability under Paragraph 7 hereof which does not qualify Employee for coverage under Company’s applicable long-term disability policy, Company shall maintain Employee in its group health plan on the same basis as if Employee had remained employed by Company during the Severance Period, for the duration of the Severance Period or until Employee becomes covered under another group health plan, whichever occurs first; provided, that in order to receive such continued coverage, Employee shall be required to pay to Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage and Company shall reimburse to Employee the amount of such monthly premium, less the amount that Employee was required to pay for such coverage immediately prior to Employee’s date of termination of employment, (the “Health Payment”) no later than the next payroll date of Company that occurs after the date the premium for the month is paid by Employee. In addition, on each date on which the monthly Health Payments are made, Company shall pay to Employee an additional amount equal to the federal, state and local income and payroll taxes that Employee incurs on each monthly Health Payment (the “Health Gross-up Payment on Covered Termination”). The Health Payment and the Health Gross-up Payment on Covered Termination shall be reimbursed to Employee in a manner that complies with the requirements of Treas. Reg. §1.409A-3(i)(1)(iv). The COBRA healthcare continuation coverage period under section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) shall run concurrently with the foregoing Severance Period.