Common use of Relocation Expenses Clause in Contracts

Relocation Expenses. (i) The Company shall reimburse the Executive, to the extent it has not previously reimbursed the Executive pursuant to the Prior Employment Agreement, for reasonable and customary relocation expenses actually incurred by the Executive during the Employment Period as a direct result of the relocation of him and his spouse to a location within reasonable commuting distance of the Company’s retail division executive offices in Rockaway, NJ (“Relocation Expenses”), subject to Company policies and to such reasonable substantiation and documentation as may be specified by the Company, including house-hunting visits for the Executive and his spouse as reasonably necessary; the cost of packing and moving the Executive’s household goods and the moving of automobiles to the Executive’s home in or around Rockaway, NJ; the cost of temporary housing for the Executive and his immediate family in or around Rockaway, NJ (not to exceed six months in duration); the cost of temporary storage of the Executive’s household goods for a reasonable period of time; real estate commissions on the sale of the Executive’s home in Illinois and the purchase of a new home in or around Rockaway, NJ; reasonable closing costs on a new home that is a reasonable commuting distance from the Company’s retail division executive offices; and airfare to the Rockaway, NJ area for all members of the Executive’s immediate family. For the avoidance of doubt, such reimbursable Relocation Expenses will not include payment of any losses in connection with any capital transaction, such as the sale of a home. In the event that any of the reimbursements for Relocation Expenses are taxable to the Executive, the Company shall promptly make additional “gross up” payments to the Executive sufficient to cover such additional taxes (including taxes on the gross-up). The Company shall pay the Executive any amounts due to him in respect of Relocation Expenses within thirty (30) days after submission of written documentation substantiating such amounts. (ii) In the event that the Executive terminates his employment with the Company other than for Good Reason (as defined below), or if the Executive’s employment is terminated by the Company for Cause (as defined below), the Executive will be required to repay 50% of the gross amount of reimbursed Relocation Expenses if such termination occurs prior to October 17, 2018, which repayment shall be made within thirty (30) days of the date of termination.

Relocation Expenses. (i) The Company shall promptly reimburse the Executive, to the extent it has not previously reimbursed the Executive pursuant to the Prior Employment Agreement, for all relocation expenses as described below. The Company will only pay for reasonable and customary relocation expenses actually incurred by the Executive during the Employment Period as a direct result of the relocation of him and his spouse to a location within reasonable commuting distance of the Company’s retail division executive offices broker fees in Rockaway, NJ (“Relocation Expenses”), subject to Company policies and to such reasonable substantiation and documentation as may be specified by the Company, including house-hunting visits for the Executive and his spouse as reasonably necessary; the cost of packing and moving the Executive’s household goods and the moving of automobiles to the Executive’s home in or around Rockaway, NJ; the cost of temporary housing for the Executive and his immediate family in or around Rockaway, NJ (not to exceed six months in duration); the cost of temporary storage of the Executive’s household goods for a reasonable period of time; real estate commissions on connection with the sale of the Executive’s home existing residence, reasonable out-of-pocket fees and expenses but not taxes payable in Illinois connection with such sale (other than transfer taxes), the packing and moving of all household goods and shipment of three automobiles based upon a competitive bid obtained through the Company’s human resources department, and fees and expenses, but not broker fees or mortgage financing fees in excess of two points, in connection with the purchase of a new home in residence. The Executive shall be entitled to the preceding relocation expenses as long as they are incurred within eighteen (18) months of such determination to relocate (the “Commencement Date”). Between the Commencement Date and the earlier of (1) the date the Executive’s family relocates or around Rockaway(2) six months after the Commencement Date (the “Transition Period”), NJ; reasonable closing costs on a new home that is a reasonable commuting distance from the Executive may make no more than fifteen round trips by air at the Company’s retail division executive offices; expense to commute to his last residence or such other place as Executive shall determine. The Executive will also be reimbursed for reasonable expenses associated with commuting during the Transition Period, including two trips to any such new location for his spouse for purposes of relocation-related planning, and airfare for temporary housing and rental car expenses at any such new location. In respect of the two trips to the Rockaway, NJ area new location for all members of the Executive’s immediate familyspouse, the Company will reimburse the Executive for first-class travel arrangements for the Executive’s spouse only. For the avoidance of doubtThe Executive will be entitled to receive an additional payment to cover any federal, such reimbursable Relocation Expenses will not include payment of any losses state, and local income taxes that he incurs in connection with any capital transaction, such as the sale of a home. In the event reimbursement for relocation expenses that any of the reimbursements for Relocation Expenses are taxable to the Executive, the Company shall promptly make additional “gross up” payments to the Executive sufficient to cover such additional taxes (including taxes on the gross-up)not tax deductible. The Company shall pay the Executive any amounts due will be entitled to him reimbursement for miscellaneous household expenses incurred in respect of Relocation Expenses within thirty (30) days after submission of written documentation substantiating such amounts. (ii) In the event that the Executive terminates his employment connection with the Company other than for Good Reason (as defined below), or if relocation in order to put the Executive’s employment is terminated by the Company for Cause new residence into move-in condition in an amount not to exceed twenty thousand dollars (as defined below$20,000.00), the Executive will be required to repay 50% of the gross amount of reimbursed Relocation Expenses if such termination occurs prior to October 17, 2018, which repayment shall be made within thirty (30) days of the date of termination.

Relocation Expenses. (i) The Company shall reimburse the Executive, Executive for the customary and reasonable relocation expenses that he and his family incur in moving his residence to the extent Lafayette, Indiana area. Without limiting the generality of the foregoing, the Company agrees that it has not previously reimbursed will pay the reasonable costs of relocating the Executive pursuant and his family from his existing residence in Okemos, Michigan, (the "Okemos Home") to the Prior Employment AgreementLafayette, Indiana area. Such costs shall include: (a) the cost of having a moving company or companies selected by the Executive move the household items and automobiles of the Executive and his family, such costs to be grossed up so that the Executive pays no federal or state income taxes for such move and storage; (b) the closing costs, including real estate commission, transfer taxes, title searches, survey costs, and reasonable and customary relocation expenses actually attorneys' fees, incurred by the Executive during in selling his Okemos home; and (c) the Employment Period as closing costs, including transfer taxes, title searches, survey costs, reasonable points (consistent with the marketplace) for a direct result mortgage, inspection fees, and reasonable attorneys' fees, incurred by the Executive in purchasing a residence in the Lafayette, Indiana area. Until the sale of the relocation Okemos Home is consummated, the Executive will be responsible for maintaining the Okemos Home (including mortgage payments, property taxes, upkeep, and insurance). Commencing with the Commencement Date, and continuing for a period of him six (6) months, the Company shall reimburse the Executive for the monthly rental and his spouse utility expenses, up to five thousand dollars ($5,000.00) per month, for lodging at a location hotel, apartment, townhouse, or house within reasonable commuting distance of the Company’s retail division executive offices in RockawayLafayette, NJ (“Relocation Expenses”), subject to Company policies and to such reasonable substantiation and documentation as may be specified by the Company, including house-hunting visits for the Executive and his spouse as reasonably necessary; the cost of packing and moving the Executive’s household goods and the moving of automobiles to the Executive’s home in or around Rockaway, NJ; the cost of temporary housing for the Executive and his immediate family in or around Rockaway, NJ (not to exceed six months in duration); the cost of temporary storage of the Executive’s household goods for a reasonable period of time; real estate commissions on Indiana area. Until the sale of the Executive’s home Okemos Home is consummated, the Company shall also reimburse the Executive for the travel expenses he incurs in Illinois commuting on weekends between the Lafayette, Indiana area and his Okemos Home so that the purchase of a new home Executive may make periodic visits to his wife and family and assist in or around Rockaway, NJ; reasonable closing costs on a new home that is a reasonable commuting distance from the Company’s retail division executive offices; and airfare to the Rockaway, NJ area for all members of the Executive’s immediate family. For the avoidance of doubt, such reimbursable Relocation Expenses will not include payment of any losses in connection with any capital transaction, such as the sale of a homethe Okemos Home. The Company shall also reimburse the Executive's wife for the travel expenses she incurs for up to two "House Hunting" and relocation trips from the Okemos Home to the Lafayette, Indiana area. In the event that any the Company's moving expense and relocation package is, in whole or in part, more generous than provided above, then the Executive shall be entitled to receive the more generous package or portion thereof. The obligations of the reimbursements for Relocation Expenses are taxable to Company under this Section 3.7 shall survive the termination of the Executive, the Company shall promptly make additional “gross up” payments to the Executive sufficient to cover such additional taxes (including taxes on the gross-up). The Company shall pay the Executive 's employment for any amounts due to him in respect of Relocation Expenses within thirty (30) days after submission of written documentation substantiating such amountsreason. (ii) In the event that the Executive terminates his employment with the Company other than for Good Reason (as defined below), or if the Executive’s employment is terminated by the Company for Cause (as defined below), the Executive will be required to repay 50% of the gross amount of reimbursed Relocation Expenses if such termination occurs prior to October 17, 2018, which repayment shall be made within thirty (30) days of the date of termination.

Relocation Expenses. (ia) The Company Executive shall reimburse the Executive, relocate to the extent it has Chicago, Illinois metropolitan area on a permanent basis (the “Relocation”) not previously reimbursed later than seven (7) months following the Executive pursuant to Effective Date (the Prior Employment Agreement“Relocation Period”), in connection with which the Company will be responsible for reasonable and customary relocation expenses actually incurred by the Executive during following (the Employment Period as a direct result of the relocation of him and his spouse to a location within reasonable commuting distance of the Company’s retail division executive offices in Rockaway, NJ (“Relocation Expenses”)): (i) Reasonable, subject documented out-of-pocket expenses related to Company policies and to such reasonable substantiation and documentation as may be specified by the Company, including house-hunting visits for the Executive and his spouse as reasonably necessary; the cost of packing and moving the Executive’s household goods and the moving of automobiles to the Executive’s home in or around Rockaway, NJ; the cost of temporary housing for the Executive and his immediate family in or around Rockaway, NJ (not to exceed six months in duration); the cost of temporary storage transportation of the Executive’s household goods furniture and other personal belongings, up to $30,000; (ii) A one-time relocation bonus of $30,000 to reimburse the Executive for a reasonable period other costs related to the Relocation; (iii) All reasonable, documented out-of-pocket costs of timetemporary housing in an agreed-upon corporate apartment unit through July 31, 2015 (the “Relocation Period”); real estate commissions on the sale of and (iv) All reasonable, documented out-of-pocket airfare and rental car expenses for the Executive’s home in Illinois trips to and the purchase of a new home in or around Rockaway, NJ; reasonable closing costs on a new home that is a reasonable commuting distance from the Company’s retail division executive offices; and airfare to Support Center at the Rockaway, NJ area for all members Company’s request until the earlier of the Executive’s immediate familyRelocation and the end of the Relocation Period. For the avoidance of doubt, such reimbursable All Relocation Expenses will not include payment of any losses be reimbursed in connection accordance with any capital transaction, such as the sale of a home. In the event that any of the reimbursements for Relocation Expenses are taxable Company’s established policies and procedures related to the Executive, the Company shall promptly make additional “gross up” payments to the Executive sufficient to cover such additional taxes (including taxes on the gross-up). The Company shall pay the Executive any amounts due to him in respect timing of Relocation Expenses within thirty (30) days after submission reimbursement of written documentation substantiating such amountsexpenses. (iib) In the event that The Executive acknowledges and agrees that, if the Executive terminates his her employment with the Company other than for without Good Reason (as defined below)) prior to the first anniversary of the Effective Date, or if the Executive’s employment is terminated Executive shall be obligated to reimburse the Company for all Relocation Expenses incurred by the Company for Cause in accordance with the following schedule: (as defined below)i) If such termination is prior to the three-month anniversary of the Effective Date, the Executive will be required reimburse the Company for 100% of the Relocation Expenses; (ii) If such termination is prior to repay the six-month anniversary of the Effective Date, the Executive will reimburse the Company for 75% of the Relocation Expenses; (iii) If such termination is prior to the nine-month anniversary of the Effective Date, the Executive will reimburse the Company for 50% of the gross amount of reimbursed Relocation Expenses if Expenses; and (iv) If such termination occurs is prior to October 17, 2018, which repayment shall be made within thirty (30) days the twelve-month anniversary of the date Effective Date, the Executive will reimburse the Company for 25% of terminationthe Relocation Expenses. In addition, it is recognized that the Executive in the performance of her duties hereunder may be required to expend sums for travel (e.g., airfare, automobile rental, etc.), entertainment and lodging. During the Employment Term, the Company shall reimburse the Executive for reasonable business expenses incurred by her during the Employment Term in connection with the performance of her duties hereunder conditioned upon and subject to the Company’s established policies and procedures, including written receipt from the Executive of an itemized accounting in accordance with the Company’s regular business expense verification practices.

Relocation Expenses. (i) The Company shall reimburse As of the ExecutiveResignation Date, Executive is relieved of any obligation he may have under the terms of his Employment Agreement or otherwise, to the extent it has not reimburse Company for any relocation or related expenses previously reimbursed the Executive pursuant to the Prior Employment Agreement, for reasonable and customary relocation expenses actually incurred by the Executive during the Employment Period as a direct result of the relocation of him and his spouse to a location within reasonable commuting distance of the Company’s retail division executive offices in Rockaway, NJ (“Relocation Expenses”), subject to Company policies and to such reasonable substantiation and documentation as may be specified by the Company, including house-hunting visits for the Executive and his spouse as reasonably necessary; the cost of packing and moving the Executive’s household goods and the moving of automobiles to the Executive’s home in or around Rockaway, NJ; the cost of temporary housing for the Executive and his immediate family in or around Rockaway, NJ (not to exceed six months in duration); the cost of temporary storage of the Executive’s household goods for a reasonable period of time; real estate commissions on the sale of the Executive’s home in Illinois and the purchase of a new home in or around Rockaway, NJ; reasonable closing costs on a new home that is a reasonable commuting distance from the Company’s retail division executive offices; and airfare to the Rockaway, NJ area for all members of the Executive’s immediate family. For the avoidance of doubt, such reimbursable Relocation Expenses will not include payment of any losses in connection with Executive’s move from San Francisco to Paradise Valley, Arizona in October of 2006, including but not limited to any capital transaction, such as the sale of a home. In the event that any of the reimbursements for Relocation Expenses are taxable to the Executive, the Company shall promptly make additional “gross up” payments to the Executive sufficient to cover such additional taxes (including taxes on the grosstax Gross-up). The Company shall pay the Executive any amounts due to him in respect of Relocation Expenses within thirty (30) days after submission of written documentation substantiating such amountsup Payments. (ii) In the event that within twelve (12) months from the Resignation Date, Executive terminates moves from his employment with current residence in Paradise Valley, Arizona to the Company other than for Good Reason San Francisco Bay area (as defined belowincluding the counties of Alameda, Contra Costa, Marin, Napa, San Francisco, San Mateo, Santa C▇▇▇▇, S▇▇▇▇▇ or Santa C▇▇▇), or if the Company will, at Executive’s employment is terminated election, directly pay or reimburse Executive for the following moving costs actually incurred by Executive in connection with such move (the Company “Moving Costs”): (1) The costs of packing, insuring, moving, storage (for Cause up to three months) and unpacking Executive’s household goods; and (as defined below), 2) The costs of shipping Executive’s automobiles; and (3) A Gross-up Payment on the Executive will be required Moving Costs equal to repay 5044.55% of the gross total amount of the Moving Costs includable in Executive’s net income for tax purposes but for which Executive is not otherwise entitled to a deduction (without regard to the Gross-up Payment) to cover Executive’s federal and state tax liability relating to payment of the Moving Costs. (4) Any Moving Costs to be paid or reimbursed Relocation Expenses if such termination occurs prior by Company pursuant to October 17, 2018, which repayment this Section 4(d) shall be made within paid or reimbursed by no later than the end of calendar year 2008. In addition, any Gross–up Payment to be paid pursuant to this Section 4(d) shall be payable by Company upon thirty (30) days written notice of the date payment and amount due; provided however that in no event will such payment be made after the close of terminationthe calendar year in which Executive remits payment of the taxes that give rise to the Gross-up Payment. (iii) Executive acknowledges and agrees that Company will have no obligation to pay any Moving Costs or any Gross-up Payment pursuant to this Section if a third party has offered to or is responsible for payment of such Moving Costs either as a result of an offer of employment or otherwise.

Relocation Expenses. (i) The Company has reimbursed or shall reimburse the Executive, to the extent it has not previously reimbursed the Executive pursuant to the Prior Employment Agreement, for reasonable and customary relocation expenses actually incurred by the Executive during the Employment Period as a direct result of the his relocation of him and his spouse to a location within reasonable commuting distance of the Company’s retail division executive offices in Rockaway, NJ or the Company’s offices in Elmsford, NY (“Relocation Expenses”), subject to Company policies and to such reasonable substantiation and documentation as may be specified by the Company, including house-hunting visits for the Executive and his spouse as reasonably necessary; the cost of packing and moving the Executive’s household goods and the moving of automobiles to the Executive’s home in or around Rockaway, NJNJ or Elmsford, NY; the cost of temporary housing for the Executive and his immediate family in or around Rockaway, NJ or Elmsford, NY (not to exceed six 18 months in duration); the cost of temporary storage of the Executive’s household goods for a reasonable period of time; real estate commissions on the sale of the Executive’s home in Illinois and the purchase of a new home in or around Rockaway, NJNJ or Elmsford, NY; reasonable closing costs on a new home that is a reasonable commuting distance from the Company’s retail division executive officesRockaway, NJ or Elmsford, NY; and airfare to the Rockaway, NJ or Elmsford, NY area for all members of the Executive’s immediate family. For the avoidance of doubt, such reimbursable Relocation Expenses will not include payment of any losses in connection with any capital transaction, such as the sale of a home. In the event that any of the reimbursements for Relocation Expenses are taxable to the Executive, the Company shall promptly make additional “gross up” payments to the Executive sufficient to cover such additional taxes (including taxes on the gross-up). The Company has paid or shall pay the Executive any amounts due to him in respect of Relocation Expenses within thirty (30) days after submission of written documentation substantiating such amounts. (ii) In the event that the Executive terminates his employment with the Company other than for Good Reason (as defined below), or if the Executive’s employment is terminated by the Company for Cause (as defined below), the Executive will be required to repay (a) 100% of the gross amount of any Relocation Expenses paid or reimbursed if such termination occurs within one year following the Prior Agreement Effective Date and (b) 50% of the gross amount of reimbursed Relocation Expenses paid or reimbursed if such termination occurs prior to October 17, 2018more than one year from the Prior Agreement Effective Date but within two years following the Prior Agreement Effective Date, which repayment shall be made within thirty (30) days of the date of termination.

Relocation Expenses. (i) The Company shall will reimburse the Executive, to the extent it has not previously reimbursed the Executive pursuant to the Prior Employment Agreement, for reasonable and customary relocation expenses actually incurred by the Executive during the Employment Period as a direct result of the his relocation of him and his spouse to a location within reasonable commuting distance of the Company’s retail division executive offices in RockawayElmsford, NJ NY (the “Relocation Expenses”), subject to Company policies and to such reasonable substantiation and documentation as may be specified by the Company, including house-hunting visits for the Executive and his spouse as reasonably necessary; the cost of packing and moving the Executive’s household goods and the moving of automobiles to the Executive’s home in or around RockawayElmsford, NJNY; the cost of temporary housing for the Executive and his immediate family in or around Rockaway, NJ (not to exceed six (6) months in duration); the cost of temporary storage of the Executive’s household goods for a reasonable period of time; real estate commissions on the sale of the Executive’s home in Illinois and the purchase of a new home in or around RockawayElmsford, NJNY; reasonable closing costs on a new home that is a reasonable commuting distance from the Company’s retail division executive officesElmsford, NY; and airfare to the Rockaway, NJ New York City area for all members of the Executive’s immediate family. For the avoidance of doubt, such reimbursable Relocation Expenses will not include payment of any losses in connection with any capital transaction, such as the sale of a home. In the event that any of the reimbursements for Relocation Expenses are taxable to the Executive, the Company shall will promptly make additional “gross up” payments to the Executive sufficient to cover such additional taxes (including taxes on the gross-up). The Company shall will pay the Executive any amounts due to him in respect of Relocation Expenses within thirty (30) days after submission of written documentation substantiating such amounts. (ii) In the event that the Executive terminates his employment with the Company other than for Good Reason (as defined below), or if the Executive’s employment is terminated by the Company for Cause (as defined below), the Executive will be required to repay 50% (i) one hundred percent (100%) of the gross amount of reimbursed Relocation Expenses if such termination occurs prior to October 17within one year of the Effective Date and (ii) fifty percent (50%) of the gross amount of reimbursed Relocation Expenses if such termination occurs more than one year following the Effective Date but less than two years following the Effective Date, 2018in either case, which repayment shall be made within thirty fifteen (3015) days of the date of such termination.

Relocation Expenses. (ia) The Company Executive shall reimburse the Executive, be entitled to the extent it has not previously reimbursed the Executive pursuant to the Prior Employment Agreement, for reimbursement of all reasonable and customary relocation out-of-pocket expenses actually incurred by associated with relocating Executive’s family from California to the Executive during Cincinnati, Ohio area, including all closing costs associated with the Employment Period as a direct result sale of the relocation residence in California (including, but not limited to, real estate commission, survey, title insurance, attorney’s fees); all closing costs associated with the purchase of him a residence in the Cincinnati area (including, but not limited to, inspections, attorney fees, survey, title insurance, and his spouse to a location within reasonable commuting distance mortgage-related fees and expenses such as points, processing fees, underwriting fees, application and appraisal fees); the packing and movement of the Company’s retail division executive offices in Rockaway, NJ (“Relocation Expenses”), subject to Company policies household goods and to such reasonable substantiation vehicles; transportation and documentation as may be specified by the Company, including house-hunting visits hotel and food expenses for the Executive and his spouse as reasonably necessaryassociated with house-hunting trips to Cincinnati; and reasonable temporary living expenses incurred during transition for up to seven months following the cost of packing and moving Effective Date, and, without limiting the Executive’s household goods and the moving of automobiles to the Executive’s home foregoing, in or around Rockaway, NJ; the cost of temporary housing for the Executive and his immediate family in or around Rockaway, NJ (not to exceed six months in duration); the cost of temporary storage of the Executive’s household goods for a reasonable period of time; real estate commissions on the sale of the Executive’s home in Illinois and the purchase of a new home in or around Rockaway, NJ; reasonable closing costs on a new home that is a reasonable commuting distance from accordance with the Company’s retail division executive offices; policies and airfare procedures governing relocation of executives. To the extent than any reimbursements under this Section 2.8(a) result in taxable income to Executive, then Executive shall be fully grossed-up for applicable federal, state and local taxes upon such reimbursements. (b) The Company will provide home sale assistance for Executive’s real property in Dana Point, California (the Rockaway“Residence”). From the Effective Date through December 31, NJ area for all members 2011, the Executive shall take such steps as are practicable to sell his Residence at then-prevailing value. The Company will reimburse Executive if the sale price of his Residence is less than the average of the Executive’s immediate familybroker market analysis appraisals determined by independent MAI appraisers chosen by Executive and the Company, with a third independent MAI appraiser to be chosen by the prior two appraisers to value the property between the two prior values if there is a more than five (5%) percent difference between the values determined by the prior two appraisers. For the avoidance of doubt, such reimbursable Relocation Expenses The Company will not include payment of pay for any losses in connection with any capital transaction, such as the sale of a homeand all MAI appraisals. In the event that any of the reimbursements for Relocation Expenses are taxable addition, if Executive is able to the Executivesell his Residence on or before December 31, 2011, the Company shall promptly make additional “gross up” payments will pay Executive a special bonus equal to the Executive sufficient to cover such additional taxes five (including taxes on the gross-up). The Company shall pay the Executive any amounts due to him in respect of Relocation Expenses within thirty (305%) days after submission of written documentation substantiating such amounts. (ii) In the event that the Executive terminates his employment with the Company other than for Good Reason (as defined below), or if the Executive’s employment is terminated by the Company for Cause (as defined below), the Executive will be required to repay 50% percent of the gross amount of reimbursed Relocation Expenses if such termination occurs prior to October 17, 2018, which repayment shall be made within thirty (30) days of the date of terminationsales price.

Relocation Expenses. (ia) Within ninety (90) days following the Effective Date, Executive shall relocate his principal residence from the Portland, Oregon area to the Harrisburg, Pennsylvania area. The Company shall reimburse Executive for his reasonable expenses incurred in moving his household goods and cars from Portland to Harrisburg, in accordance with the Company's moving expense policies applicable to executive officers generally. (b) The Company shall reimburse Executive for any loss incurred upon sale of his principal Portland residence (measured as the Executiveexcess, if any, of (i) the sum of (A) the sale price plus (B) a standard real estate commission, over (ii) the original purchase price of the residence), such amount to be "grossed up" to offset in full any net increase in executive's federal, state and local income, employment and other taxes resulting therefrom (and from such gross-up); provided, that the extent it has not previously reimbursed the Executive aggregate amount payable pursuant to this Section 4.6(b), including any such gross-up, shall not exceed $100,000. Executive agrees that he shall use his best efforts to sell such residence at its fair market value. (c) The Company shall reimburse Executive for his reasonable living expenses for a temporary residence in the Prior Employment Agreement, Harrisburg area until the date of relocation. (d) The Company shall reimburse Executive for reasonable and customary relocation expenses actually closing costs incurred by the Executive during the Employment Period as a direct result of the relocation of him and his spouse to a location within reasonable commuting distance of the Company’s retail division executive offices in Rockaway, NJ (“Relocation Expenses”), subject to Company policies and to such reasonable substantiation and documentation as may be specified by the Company, including house-hunting visits for the Executive and his spouse as reasonably necessary; the cost of packing and moving the Executive’s household goods and the moving of automobiles to the Executive’s home in or around Rockaway, NJ; the cost of temporary housing for the Executive and his immediate family in or around Rockaway, NJ (not to exceed six months in duration); the cost of temporary storage of the Executive’s household goods for a reasonable period of time; real estate commissions on the sale of the Executive’s home in Illinois and the purchase of a new home principal residence in or around Rockaway, NJ; the Harrisburg area. (e) The Company shall reimburse Executive for the reasonable closing costs on a new home that is of a reasonable commuting distance from the Company’s retail division executive offices; number of round trip air fares for travel between Harrisburg and airfare Portland prior to the Rockaway, NJ area for all members his date of the Executive’s immediate family. For the avoidance of doubt, such reimbursable Relocation Expenses will not include payment of any losses in connection with any capital transaction, such as the sale of a home. In the event that any of the reimbursements for Relocation Expenses are taxable to the Executive, the Company shall promptly make additional “gross up” payments to the Executive sufficient to cover such additional taxes (including taxes on the gross-up)relocation. The Company shall pay also reimburse Executive for a reasonable number of round-trip visits between Portland and the Executive any amounts due Harrisburg area by his immediate family members prior to him in respect of Relocation Expenses within thirty (30) days after submission of written documentation substantiating the relocation date, including reasonable costs for meals, lodging and transportation during such amountstrips. (iif) In the event that the all other respects, Executive terminates his employment with the Company other than for Good Reason (as defined below), or if the Executive’s employment is terminated by the Company for Cause (as defined below), the Executive will be required to repay 50% of the gross amount of reimbursed Relocation Expenses if such termination occurs prior to October 17, 2018, which repayment shall be made within thirty (30) days of entitled to benefits under the date of terminationCompany's Executive Level relocation policy as from time to time in effect.

Relocation Expenses. The Company will provide Executive with up to $200,000 to be used during the 2021 calendar year in connection with Executive’s relocation of Executive’s principal residence to the Florham Park, New Jersey area (the “Relocation Amount”). Acceptable uses of the Relocation Amount include (i) The Company shall reimburse expenses related to moving household goods and personal effects including hiring professional movers or renting a moving vehicle and packing supplies; (ii) the cost paid for standard carrier insurance while in transit; (iii) mileage reimbursement at the federal mileage rate to drive Executive, ’s personal vehicle(s) to the extent it has not previously reimbursed the new location; (iv) travel costs, including airfare or other public transportation and lodging for Executive pursuant to the Prior Employment Agreement, for reasonable and customary relocation expenses actually incurred by the Executive during the Employment Period as a direct result of the relocation of him and his spouse to immediate family members between his old and new homes; and (v) offsetting Executive’s closing costs for buying and/or selling a location within reasonable commuting distance of the Company’s retail division executive offices in Rockaway, NJ home (collectively “Relocation Expenses”). Appropriate supporting documentation (i.e., subject to Company policies and to such reasonable substantiation and documentation as may be specified by the Company, including house-hunting visits for the Executive and his spouse as reasonably necessary; the cost of packing and moving the Executive’s household goods and the moving of automobiles to the Executive’s home in or around Rockaway, NJ; the cost of temporary housing for the Executive and his immediate family in or around Rockaway, NJ (not to exceed six months in duration); the cost of temporary storage itemized receipts) of the Executive’s household goods for a reasonable period of time; real estate commissions on the sale of the Executive’s home in Illinois and the purchase of a new home in or around Rockaway, NJ; reasonable closing costs on a new home that is a reasonable commuting distance from the Company’s retail division executive offices; and airfare to the Rockaway, NJ area for all members of the Executive’s immediate family. For the avoidance of doubt, such reimbursable Relocation Expenses will not include payment of any losses in connection with any capital transaction, such as must be submitted within sixty (60) days following the sale of a home. In date the event that any of the reimbursements for Relocation Expenses are taxable incurred and prior to the Executive, the Company shall promptly make additional “gross up” payments reimbursement. Any Relocation Amount will be paid with respect to the Executive sufficient to cover such additional taxes (including taxes on the gross-up). The Company shall pay the Executive any amounts due to him in respect of Relocation Expenses within no later than thirty (30) days after submission following the date of written receipt of an invoice or other documentation substantiating such amounts. (ii) In that complies with Company policies. The Company will withhold from any Relocation Amount any applicable income and employment tax withholdings, as determined in its reasonable judgment, and Executive will be responsible for paying any taxes on these reimbursements to the event extent that the Executive terminates his employment with they are taxable income under applicable tax law. If Executive’s service to the Company terminates for any reason (other than for Good Reason (as defined below), or if the Executive’s employment is terminated a termination by the Company without Cause, a resignation by Executive for Cause Good Reason, or a termination by virtue of Executive’s death or Disability) prior to the date that is twenty-four (24) months following the Start Date, then Executive will forfeit all rights to be paid any portion of the Relocation Amount not yet paid as defined belowof the date of termination and Executive must further repay to the Company the portion of the Relocation Amount that has been paid to Executive as of the termination date (on a net of tax basis) (the “Relocation Repayment Amount”). Executive agrees that the Company may deduct, in accordance with applicable law, the Relocation Repayment Amount from any payments the Company owes Executive, including but not limited to any regular payroll amount, severance payments (if applicable), and/or any expense payments. Executive further agrees to pay to the Executive will be required to repay 50% of the gross amount of reimbursed Relocation Expenses if such termination occurs prior to October 17Company, 2018, which repayment shall be made within thirty (30) days of the date termination date, any remaining unpaid balance of terminationthe Relocation Repayment Amount not covered by such deductions. For the avoidance of doubt, Executive will perform his duties primarily out of the Florham Park, New Jersey office, both prior to and subsequent to such relocation of Executive’s household.

Relocation Expenses. (i) The Company shall reimburse In connection with the Company's planned relocation of its headquarters (the "Headquarters Relocation"), and in furtherance of Executive, ’s relocation of his principal place of residence to the extent it has not previously reimbursed the Executive pursuant location to the Prior Employment Agreement, for reasonable and customary relocation expenses actually incurred by the Executive during the Employment Period as a direct result of the relocation of him and his spouse to a location within reasonable commuting distance of which the Company’s retail division executive offices in Rockaway, NJ (“Relocation Expenses”), subject to Company policies and to such reasonable substantiation and documentation as may be specified by the Company, including house-hunting visits for the Executive and his spouse as reasonably necessary; the cost of packing and moving the Executive’s household goods and the moving of automobiles to the Executive’s home in or around Rockaway, NJ; the cost of temporary housing for the Executive and his immediate family in or around Rockaway, NJ (not to exceed six months in duration); the cost of temporary storage of the Executive’s household goods for a reasonable period of time; real estate commissions on the sale of the Executive’s home in Illinois and the purchase of a new home in or around Rockaway, NJ; reasonable closing costs on a new home that 's headquarters is a reasonable commuting distance from the Company’s retail division executive offices; and airfare to the Rockaway, NJ area for all members of the Executive’s immediate family. For the avoidance of doubt, such reimbursable Relocation Expenses will not include payment of any losses in connection with any capital transaction, such as the sale of a home. In the event that any of the reimbursements for Relocation Expenses are taxable to the Executiveso relocated, the Company shall promptly make additional pay for or reimburse Executive in accordance with the Company’s written expense reimbursement policies and procedures for up to a total amount to be agreed upon at the time the headquarters office has been identified, which shall include (A) the movement of Executive’s reasonable household goods, (B) reimbursement for round trip tickets for house hunting trips for Executive, his spouse and/or his dependent children, (C) reimbursement for transportation for Executive, his spouse and his dependent children, and (D) reasonable and customary realtor costs incurred by Executive in connection with the purchase of Executive’s residence (collectively, the “gross up” payments to the Executive sufficient to cover such additional taxes (including taxes on the gross-upRelocation Reimbursement”). The In addition, the Company shall pay to Executive a tax gross-up (the “Tax Gross-Up”) for any federal, state, local or foreign income and employment taxes Executive any is required to pay resulting from the Relocation Reimbursement and from the Tax Gross-Up, which Tax Gross-Up shall be paid in accordance with Treasury Regulation Section 1.409A-3(i)(1)(v). All amounts due eligible for the Relocation Reimbursement must be incurred by and paid to him in respect Executive during the term of his employment and within twelve (12) months following the completion of the Headquarters Relocation. The Relocation Expenses Reimbursement and the Tax Gross-Up shall be paid to Executive within thirty (30) days after submission following the Company’s receipt of a written request for such reimbursement, but subject to receipt by the Company of supporting receipts and/or documentation substantiating such amounts. (ii) In and/or receipts in form and substance reasonably acceptable to the event that the Company. If Executive voluntarily terminates his employment with without Good Reason prior to the first anniversary of the Headquarters Relocation, Executive shall repay to the Company other than for Good Reason (as defined below), or if the Executive’s employment is terminated by the Company for Cause (as defined below), the Executive will be required to repay 50% a pro rata portion of the gross amount Relocation Reimbursement and any Tax Gross-Up based on the number of reimbursed Relocation Expenses if days elapsed in the one-year period ending on the first anniversary of the Effective Date. The Company will have the right to offset such termination occurs prior amounts against any compensation otherwise payable to October 17, 2018, which repayment shall be made within thirty (30) days of Executive on the date of terminationExecutive’s termination of employment.

Relocation Expenses. (ia) The Company shall will reimburse the ExecutiveExecutive for all documented, reasonable expenses of moving from Arkansas to the extent it has not previously reimbursed the Executive pursuant to the Prior Employment AgreementWashington, D.C. metropolitan area (and for reasonable and customary relocation expenses actually incurred by the Executive insurance for full replacement value during the Employment Period as a direct result of move) the relocation of him Executive’s and his spouse to a location within reasonable commuting distance of the Company’s retail division executive offices in Rockaway, NJ (“Relocation Expenses”), subject to Company policies and to such reasonable substantiation and documentation as may be specified by the Company, including house-hunting visits for the Executive and his spouse as reasonably necessary; the cost of packing and moving the Executivefamily’s household goods and the moving of automobiles possessions, including but not limited to the Executive’s home personal art and wine collections (recognizing that such collections may cause the Executive to incur costs in addition to those associated with an ordinary household move) and up to three automobiles. The Executive may select the company or around Rockawaycompanies to conduct the move, NJ; subject to the cost approval of the Company, which approval will not be unreasonably withheld, conditioned or delayed. To the extent that such reimbursement causes the Executive to incur income taxes, the Company will gross up the reimbursement to account for the income tax liability. (b) The Company will, on or as soon as practicable after the Effective Date, obtain temporary housing for the Executive and his the Executive’s immediate family in or around Rockaway, NJ (not less than two bedrooms) in the Washington D.C. area, and will while the Executive is in temporary housing reimburse the Executive for the reasonable costs of meals and laundry/dry cleaning for himself and his family, until such time as the Executive has leased or purchased a home in the Washington D.C. area. If, at the time of such lease or purchase, the Executive has not yet sold his home in Arkansas (the “Arkansas Home”), the Company shall thereafter reimburse the Executive for his monthly mortgage payment and other expenses in respect of the Arkansas Home (including reasonable expenses for interest, insurance, utilities, maintenance, and landscaping, and excluding any payments to principal). The combined time period for such temporary housing and/or such mortgage and expense reimbursement shall not exceed six 14 months in duration); total. When the cost Executive sells the Arkansas Home, (i) the Company will reimburse the Executive for the actual loss, if any, on such sale documented by the Executive, up to a maximum amount of temporary storage three hundred thousand dollars ($300,000) or (ii) the Executive will repay to the Company the amount of any mortgage payments on the Arkansas Home reimbursed by the Company pursuant to this Section 2.4 to the extent of the actual gain, if any, on such sale. The Company will also provide the Executive, as of the Effective Date, with a relocation allowance equal to four weeks pro rata of the Executive’s household goods for a reasonable period of time; real estate commissions on the sale of the Executive’s home in Illinois and the purchase of a new home in or around Rockaway, NJ; reasonable closing costs on a new home that is a reasonable commuting distance from the Company’s retail division executive offices; and airfare to the Rockaway, NJ area for all members of the Executive’s immediate family. For the avoidance of doubt, such reimbursable Relocation Expenses will not include payment of any losses in connection with any capital transaction, such as the sale of a home. In the event that any of the reimbursements for Relocation Expenses are taxable to the Executive, the Company shall promptly make additional “gross up” payments to the Executive sufficient to cover such additional taxes (including taxes on the gross-up). The Company shall pay the Executive any amounts due to him in respect of Relocation Expenses within thirty (30) days after submission of written documentation substantiating such amountsBase Salary. (ii) In the event that the Executive terminates his employment with the Company other than for Good Reason (as defined below), or if the Executive’s employment is terminated by the Company for Cause (as defined below), the Executive will be required to repay 50% of the gross amount of reimbursed Relocation Expenses if such termination occurs prior to October 17, 2018, which repayment shall be made within thirty (30) days of the date of termination.

Relocation Expenses. (i) The Company shall pay, or reimburse the ExecutiveExecutive for, to the extent it has not previously reimbursed the Executive pursuant to the Prior Employment Agreement, for reasonable and customary relocation expenses actually incurred by the Executive during relating to his relocation to Durham, North Carolina as follows: 1. The Company will provide Executive with four installment payments in the Employment Period as amount of $50,000 each, to be paid in a direct result lump sum on the first payroll date of each of the first four fiscal quarters of Executive’s employment, with each payment to be grossed up for income and withholding taxes based on the marginal tax rate applicable to compensation disbursed at the time of payment. These payments are intended to contribute to all transitional relocation expenses including but not limited to current housing lease coverage, housing rental in the Research Triangle Park area, storage expenses and personal travel expenses. 2. The Company will pay for or reimburse Executive for the reasonable costs of him and his spouse to a location within reasonable commuting distance of necessary house-hunting trip(s), with prior approval by the Company’s retail division executive offices in Rockaway, NJ (“Relocation Expenses”), subject to Senior Vice President of Human Resources. 3. The Company policies and to such reasonable substantiation and documentation as may be specified by the Company, including house-hunting visits will pay for the Executive reasonable and his spouse as reasonably necessary; the cost customary expenses of packing and moving the Executive’s household goods belongings. Executive shall use Paragon Relocation for such purposes and the Company will be directly billed for those expenses, including moving of automobiles to the Executive’s home in or around Rockaway, NJ; the cost of temporary housing for the Executive and his immediate family in or around Rockaway, NJ (not to exceed six months in duration); the cost of temporary storage of the Executive’s household goods for a reasonable period of time; real estate commissions on the sale of the Executive’s home in Illinois from Aspen, CO and the purchase of a new home in or around RockawayAustin, NJ; reasonable closing costs on a new home that is a reasonable commuting distance from the Company’s retail division executive offices; and airfare to the Rockaway, NJ area for all members of the Executive’s immediate family. For the avoidance of doubt, such reimbursable Relocation Expenses will not include payment of any losses in connection with any capital transaction, such as the sale of a home. In the event that any of the reimbursements for Relocation Expenses are taxable to the Executive, the Company shall promptly make additional “gross up” payments to the Executive sufficient to cover such additional taxes (including taxes on the gross-up). The Company shall pay the Executive any amounts due to him in respect of Relocation Expenses within thirty (30) days after submission of written documentation substantiating such amountsTX. (ii) Executive shall be obligated to reimburse the Company for all relocation amounts paid to Executive under this Section 3(e) in the event that Executive resigns from his employment (without “Good Reason”) or the Company terminates Executive’s employment for “Cause” before the second anniversary of the Employment Start Date. Executive will authorize the Company to withhold any amounts due from his paycheck if reimbursement is necessary, consistent with legal requirements. (iii) In the event that the Executive terminates his employment with the Company other than for Good Reason (as defined below), or if the Executive’s employment is terminated on or before October 31, 2019, under circumstances making him eligible for severance benefits under the Section 16 Severance Plan, then as additional severance benefits, conditioned upon Executive’s execution of a release of claims as otherwise required under the Section 16 Severance Plan, which shall be substantially in the form of the Release described in Section 8(a) of this Agreement, and the other terms and conditions applicable to Executive’s receipt of severance benefits under such Plan, Executive will be eligible for reimbursement by the Company for Cause any loss incurred in the sale of Executive’s primary North Carolina residence following the Termination Date in the amount equal to the greater of (x) the fair market value of such residence as defined belowdetermined by the Company’s third party relocation service, or (y) the purchase price of such residence and the documented cost of any capital improvements made to the such residence made by Executive, over (z) the net sale price received by Executive (“Loss on Sale Severance Benefits”), . Such amount shall be paid to Executive in lump sum (less applicable withholdings) within two and one-half months following the Executive will be required to repay 50% sale of the gross amount of reimbursed Relocation Expenses if such termination occurs prior to October 17residence, 2018, which repayment shall be made within thirty (30except as provided in Section 7(b) days of the date of terminationbelow.

Relocation Expenses. (a) In the event of a Relocation, the Company shall reimburse the Executive for the following expenses (collectively, the "Relocation Expenses"): (i) a brokerage commission at the standard rate prevailing in Bergen County, New Jersey in connection with the sale of the Executive's current residence, (ii) all closing costs reasonably incurred by the Executive in connection with the sale of the Executive's current residence, (iii) travel and lodging expenses associated with three (3) trips to the business location where the Executive is to be relocated incurred by the Executive to look for a new personal residence, (iv) the expenses associated with the transportation of the Executive's personal belongings from the Executive's current residence to the Executive's new personal residence, (v) any closing costs reasonably incurred in connection with the purchase of the Executive's personal residence resulting from such Relocation; provided, however, that the Company shall not pay any mortgage points paid by the Executive in connection with the purchase of a new personal residence resulting from such Relocation, and (vi) any other identifiable miscellaneous Relocation costs not to exceed $10,000 upon the presentation of proper accounts therefor. (b) Prior to a Relocation, the Company shall reimburse the Executive for a three (3) month period for the reasonable and necessary out-of-pocket costs incurred by the Executive in connection with his living accommodations in the vicinity of his principal office. In the event that the Company determines that the Executive should rent an apartment, the Company shall provide the Executive with an apartment for the Executive in the vicinity of his principal office and shall reimburse him for his reasonable rental expenses for a three (3) month period. The Company shall reimburse the Executive, to the extent it has not previously reimbursed the Executive pursuant to the Prior Employment Agreement, for reasonable and customary relocation expenses actually incurred by the Executive during the Employment Period as a direct result all of the relocation expenses set forth in this Section 6.2 upon the presentation of him and his spouse to a location within reasonable commuting distance of proper receipts therefor in accordance with the Company’s retail division executive offices in Rockaway, NJ (“Relocation Expenses”), subject to Company policies and to such reasonable substantiation and documentation as may be specified by the Company, including house-hunting visits for the Executive and his spouse as reasonably necessary; the cost of packing and moving the Executive’s household goods and the moving of automobiles to the Executive’s home in or around Rockaway, NJ; the cost of temporary housing for the Executive and his immediate family in or around Rockaway, NJ (not to exceed six months in duration); the cost of temporary storage of the Executive’s household goods for a reasonable period of time; real estate commissions on the sale of the Executive’s home in Illinois and the purchase of a new home in or around Rockaway, NJ; reasonable closing costs on a new home that is a reasonable commuting distance from the Company’s retail division executive offices; and airfare to the Rockaway, NJ area for all members of the Executive’s immediate family. For the avoidance of doubt, such reimbursable Relocation Expenses will not include payment of any losses in connection with any capital transaction, such as the sale of a home. In the event that any of the reimbursements for Relocation Expenses are taxable to the Executive, the Company shall promptly make additional “gross up” payments to the Executive sufficient to cover such additional taxes (including taxes on the gross-up). The Company shall pay the Executive any amounts due to him in respect of Relocation Expenses within thirty (30) days after submission of written documentation substantiating such amounts's policies. (iic) In Notwithstanding the event that foregoing, if the Executive terminates his employment with the Company on or before September 30, 1998, other than for Good Reason by reason of a termination by the Executive pursuant to Section 10.5 of this Agreement, the Executive shall repay to the Company (as defined below), or if i) the Executive’s employment is terminated Relocation Expenses paid by the Company for Cause pursuant to Section 6.2(a) of this Agreement, and (as defined below), ii) all out-of-pocket costs and rental expenses paid by the Executive will be required Company pursuant to repay 50% Section 6.2(b) of the gross amount of reimbursed Relocation Expenses if this Agreement immediately upon such termination occurs prior to October 17, 2018, which repayment shall be made within thirty (30) days of the date of termination.

Relocation Expenses. (i) The Company shall reimburse In connection with the Company's planned relocation of its headquarters (the "Headquarters Relocation"), and in furtherance of Executive, ’s relocation of his principal place of residence to the extent it has not previously reimbursed the Executive pursuant location to the Prior Employment Agreement, for reasonable and customary relocation expenses actually incurred by the Executive during the Employment Period as a direct result of the relocation of him and his spouse to a location within reasonable commuting distance of which the Company’s retail division executive offices in Rockaway, NJ (“Relocation Expenses”), subject to Company policies and to such reasonable substantiation and documentation as may be specified by the Company, including house-hunting visits for the Executive and his spouse as reasonably necessary; the cost of packing and moving the Executive’s household goods and the moving of automobiles to the Executive’s home in or around Rockaway, NJ; the cost of temporary housing for the Executive and his immediate family in or around Rockaway, NJ (not to exceed six months in duration); the cost of temporary storage of the Executive’s household goods for a reasonable period of time; real estate commissions on the sale of the Executive’s home in Illinois and the purchase of a new home in or around Rockaway, NJ; reasonable closing costs on a new home that 's headquarters is a reasonable commuting distance from the Company’s retail division executive offices; and airfare to the Rockaway, NJ area for all members of the Executive’s immediate family. For the avoidance of doubt, such reimbursable Relocation Expenses will not include payment of any losses in connection with any capital transaction, such as the sale of a home. In the event that any of the reimbursements for Relocation Expenses are taxable to the Executiveso relocated, the Company shall promptly make additional pay for or reimburse Executive in accordance with the Company’s written expense reimbursement policies and procedures as then in effect for up to a total amount to be agreed upon in writing at the time the Headquarters Relocation has been implemented, which shall include (A) the movement of Executive’s reasonable household goods, (B) reimbursement for round trip tickets for house hunting trips for Executive, his spouse and/or his dependent children, (C) reimbursement for transportation for Executive, his spouse and his dependent children, and (D) reasonable and customary realtor costs incurred by Executive in connection with the purchase of Executive’s residence (collectively, the “gross up” payments Relocation Reimbursement”). In addition, the Company shall pay to Executive a tax gross-up (the “Tax Gross-Up”) for any federal, state, local or foreign income and employment taxes Executive is required to pay resulting from the Relocation Reimbursement and from the Tax Gross-Up, which Tax Gross-Up shall be paid in accordance with Treasury Regulation Section 1.409A-3(i)(1)(v). All amounts eligible for the Relocation Reimbursement must be incurred by and paid to Executive during the term of his employment and within twelve (12) months following the completion of the Headquarters Relocation. The Relocation Reimbursement and the Tax Gross-Up shall be paid to Executive within forty five (45) days following the Company’s receipt of a written request for such reimbursement, but subject to receipt by the Company of supporting receipts and/or documentation and/or receipts in form and substance reasonably acceptable to the Company. If Executive sufficient voluntarily terminates his employment without Good Reason prior to cover such additional taxes (including taxes the first anniversary of the Headquarters Relocation, Executive shall repay to the Company a pro rata portion of the Relocation Reimbursement and any Tax Gross-Up based on the grossnumber of days elapsed in the one-up)year period ending on the first anniversary of the Effective Date. The Company shall pay will have the right to offset such amounts against any compensation otherwise payable to Executive any amounts due to him in respect of Relocation Expenses within thirty (30) days after submission of written documentation substantiating such amounts. (ii) In the event that the Executive terminates his employment with the Company other than for Good Reason (as defined below), or if the Executive’s employment is terminated by the Company for Cause (as defined below), the Executive will be required to repay 50% of the gross amount of reimbursed Relocation Expenses if such termination occurs prior to October 17, 2018, which repayment shall be made within thirty (30) days of on the date of terminationExecutive’s termination of employment.

Relocation Expenses. The Executive shall purchase a residence within twenty (i20) The miles of the Company’s principal offices by the later of July 31, 2007 or one hundred eighty (180) days after the Effective Date (the “Relocation Date”), and for the period commencing on the Effective Date and ending on the Relocation Date, the Company shall provide the Executive with a suitable, furnished apartment within twenty (20) miles of the Company’s principal offices and shall pay for the rent and utilities for such apartment. If and when Executive and his family relocate their principal residence from Westchester County, New York to a location within twenty (20) miles of the Company’s principal offices, and if they do so no later than September 30, 2008, then the Company shall reimburse the Executive, to the extent it has not previously reimbursed the Executive pursuant to the Prior Employment Agreement, for reasonable and customary relocation expenses actually incurred by the Executive during the Employment Period as a direct result of the relocation of him and his spouse to a location within reasonable commuting distance of the Company’s retail division executive offices in Rockaway, NJ (“Relocation Expenses”), subject to Company policies and to such reasonable substantiation and documentation as may be specified by the Company, including house-hunting visits for the Executive following out-of-pocket expenses that he incurs: (i) ordinary and his spouse as reasonably necessary; the cost of packing reasonable realtor fees and moving the Executive’s household goods and the moving of automobiles to the Executive’s home closing costs incurred in or around Rockaway, NJ; the cost of temporary housing for the Executive and his immediate family in or around Rockaway, NJ (not to exceed six months in duration); the cost of temporary storage of the Executive’s household goods for a reasonable period of time; real estate commissions on connection with the sale of the Executive’s home in Illinois current primary residence, (ii) ordinary and the purchase of a new home in or around Rockaway, NJ; reasonable closing costs on a new home that is a reasonable commuting distance from incurred in connection with the Company’s retail division executive offices; and airfare to the Rockaway, NJ area for all members purchase of the Executive’s immediate family. For new primary residence, (iii) ordinary and reasonable costs incurred to pack, insure, transport and unpack the avoidance household furnishings and effects of doubthis primary residence, such reimbursable Relocation Expenses will not include payment of any losses in connection with any capital transaction, such as the sale of a home. In the event that any of the reimbursements and (iv) ordinary and reasonable costs for Relocation Expenses are taxable up to the Executive, the Company shall promptly make additional “gross up” payments to the Executive sufficient to cover such additional taxes (including taxes on the gross-up). The Company shall pay the Executive any amounts due to him in respect of Relocation Expenses within thirty (30) days after submission of written documentation substantiating such amounts. (ii) In the event that the Executive terminates his employment with the Company other than for Good Reason (as defined below), or if the Executive’s employment is terminated by the Company for Cause (as defined below), the Executive will be required to repay 50% of the gross amount of reimbursed Relocation Expenses if such termination occurs prior to October 17, 2018, which repayment shall be made within thirty (30) days of temporary housing for Executive and his family while his household furnishings are in transit. In no event shall the Company reimburse relocation expenses, pursuant to the immediately preceding sentence in an amount, in the aggregate, in excess of $250,000. From the Effective Date through the earlier of the date the Executive and his family relocate their principal residence to within twenty (20) miles of terminationthe Company’s principal offices or the Relocation Date, the Company shall make private aircraft available to the Executive up to twice per calendar week for the purpose of traveling to or from his current residence and the Company’s principal offices. Thereafter, until the earlier of the date the Executive’s family relocates to within twenty (20) miles of the Company’s principal offices or one (1) year after the Relocation Date (the “Transition Period”), the Company shall make private aircraft available to the Executive up to twice per calendar week for the purpose of traveling to or from his family’s residence and the Company’s principal offices, provided that to the extent any expense associated with the Executive’s use of the aircraft is not deductible by the Company, the Executive shall reimburse the Company for the loss of any tax benefit or, at the Executive’s election, pay for the use of such airplane in a manner such that no portion of the expense is nondeductible. All expenses related to the Executive’s personal commuting incurred after the Transition Period will be at the sole cost of the Executive.

Relocation Expenses. (i) The Company shall reimburse the Executive, to the extent it has not previously reimbursed the Executive pursuant to the Prior Employment Agreement, for reasonable and customary relocation expenses actually incurred by the Executive during the Employment Period as a direct result of the relocation of him and his spouse to a location within reasonable commuting distance of the Company’s retail division executive offices in Rockaway, NJ (“Relocation Expenses”), subject to Company policies and to such reasonable substantiation and documentation as may be specified by the Company, including house-hunting visits for the Executive and his spouse as reasonably necessary; the cost of packing and moving the Executive’s household goods and the moving of automobiles to the Executive’s home in or around Rockaway, NJ; the cost of temporary housing for the Executive and his immediate family in or around Rockaway, NJ (not to exceed six months in duration); the cost of temporary storage of the Executive’s household goods for a reasonable period of time; real estate commissions on the sale of the Executive’s home in Illinois and the purchase of a new home in or around Rockaway, NJ; reasonable closing costs on a new home that is a reasonable commuting distance from the Company’s retail division executive offices; and airfare to the Rockaway, NJ area for all members of the Executive’s immediate family. For the avoidance of doubt, such reimbursable Relocation Expenses will not include payment of any losses in connection with any capital transaction, such as the sale of a home. In the event that any of the reimbursements for Relocation Expenses are taxable to the Executive, the Company shall promptly make additional “gross up” payments to the Executive sufficient to cover such additional taxes (including taxes on the gross-up). The Company shall pay the Executive any amounts due to him in respect of Relocation Expenses within thirty (30) days after submission of written documentation substantiating such amounts. (ii) In the event that the Executive terminates his employment with the Company other than for Good Reason (as defined below), or if the Executive’s employment is terminated by the Company for Cause (as defined below), the Executive will be required to repay (i) 100% of the gross amount of reimbursed Relocation Expenses if such termination occurs within one year of the Effective Date and (ii) 50% of the gross amount of reimbursed Relocation Expenses if such termination occurs prior to October 17, 2018more than one year following the Effective Date but less than two years following the Effective Date, which repayment shall be made within thirty (30) days of the date of termination.

Relocation Expenses. As promptly as practicable following the Start Date, Executive will relocate to the general area of the Company's headquarters in San Antonio, Texas. The Company will reimburse the Executive for (or, where possible, pay on Executive's behalf) his reasonable relocation costs, including, without limitation, the following: (i) The Company shall reimburse interest paid by Executive on any bridge loan incurred by Executive for the Executiveperiod (the "Bridge Period") between the purchase of his residence in the San Antonio, to Texas area (the extent it has not previously "New Residence") and the sale of his existing residence; PROVIDED, HOWEVER, that the loan amount on which interest will be reimbursed the Executive pursuant to this clause (i) will not exceed, in the Prior Employment Agreementaggregate, for reasonable and customary relocation expenses actually incurred by the Executive amount of Executive's equity in his existing residence as of the Start Date; (ii) the mortgage payments during the Employment Bridge Period as a direct result on the smaller of the relocation of him and two mortgages Executive is then carrying on his spouse to a location within reasonable commuting distance of the Company’s retail division executive offices in Rockaway, NJ (“Relocation Expenses”), subject to Company policies and to such reasonable substantiation and documentation as may be specified by the Company, including house-hunting visits for the Executive and his spouse as reasonably necessary; the cost of packing and moving the Executive’s household goods existing residence and the moving of automobiles to New Residence; (iii) the Executive’s home in or around Rockawayclosing costs (including, NJ; the cost of temporary housing for the Executive and his immediate family in or around Rockawaywithout limitation, NJ (not to exceed six months in duration); the cost of temporary storage of the Executive’s household goods for a reasonable period of time; real estate commissions commissions, transaction taxes, filing fees, title and property inspections, appraisals, attorney fees, etc.) incurred on the sale of the Executive’s home in Illinois 's existing residence and on the purchase of a new home the New Residence; (iv) the expenses (points) associated with the Executive's mortgage on his New Residence, but not in or around Rockaway, NJ; reasonable closing costs on a new home that is a reasonable commuting distance from the Company’s retail division executive officesexcess of $20,000; and airfare (v) housing expenses in San Antonio through June 1999 or, if earlier, until Executive completes his relocation to the Rockaway, NJ area San Antonio. The Company will make Executive whole for all members any taxes for which Executive becomes liable by reason of the Executive’s immediate familyreimbursements and payments provided for in the preceding sentence. For Executive agrees that (a) the avoidance of doubt, such reimbursable Relocation Expenses will not include payment of any losses in connection with any capital transaction, such as asking price for the sale of a home. In his existing residence will reasonably reflect the event that any relevant housing market under all of the reimbursements for Relocation Expenses are taxable circumstances, and (b) Executive will consider any reasonable bona fide offer made to purchase his existing residence. Upon request by the Compensation Committee, Executive will provide, at the Company's expense, documentation evidencing his good faith adherence to the Executiveterms of this Section 3.4, including, without limitation, appraisals and other information relevant to determining the Company shall promptly make additional “gross up” payments to the Executive sufficient to cover such additional taxes (including taxes on the gross-up). The Company shall pay the Executive any amounts due to him in respect value of Relocation Expenses within thirty (30) days after submission of written documentation substantiating such amountshis existing residence. (ii) In the event that the Executive terminates his employment with the Company other than for Good Reason (as defined below), or if the Executive’s employment is terminated by the Company for Cause (as defined below), the Executive will be required to repay 50% of the gross amount of reimbursed Relocation Expenses if such termination occurs prior to October 17, 2018, which repayment shall be made within thirty (30) days of the date of termination.