Common use of Restructuring Compensation Clause in Contracts

Restructuring Compensation. (i) Employee and Employer agree that, in addition to all other cash compensation specified herein, Employee shall be entitled to an additional cash award equal to seventy-three and thirty-five hundredths percent (73.35%) of his Base Salary (the “Restructuring Award”) subject to Employee’s continued employment by Employer on (and not having delivered a notice of resignation other than for good reason prior to) the effective date of the Restructuring, or if Section 3(h)(v) below applies, the effective date of the closing of the Sale During Restructuring (in either case such date, as applicable, the “Restructuring Award Vesting Date”). The Restructuring Award shall be payable on the Restructuring Award Vesting Date. (ii) Employee and Employer agree that, in connection with the Restructuring, Employer shall establish a customary management incentive plan (the “MIP”) under which officers and other key employees of Employer, including Employee, shall be eligible to receive, in the aggregate, (a) awards denominated or payable in shares of the new common stock of the restructured Employer and (b) New Notes (as defined in the RSA or the term sheet attached thereto) convertible into shares of the new common stock of the restructured Employer. The shares reserved under the MIP, whether granted directly under the MIP or issuable upon conversion of New Notes granted under the MIP (the “MIP Aggregate Equity”), shall be equal in the aggregate to ten percent (10%) of the equity of the restructured Employer as of the effective date of the Restructuring on a fully diluted basis (exclusive of any shares of new common stock issuable upon conversion of any New Notes issued to purchasers for new money in the Rights Offering (as defined in the RSA or the term sheet attached thereto) but including any shares of new common stock attributable to original issue discount or the Put Option Payment (as defined in the RSA or the term sheet attached thereto)). Employer and Employee agree that the MIP shall provide for a grant of sixty percent (60%) of the MIP Aggregate Equity (inclusive of the New Notes portion) on the effective date of the Restructuring (the “Initial 60% Award”) and that forty percent (40%) the MIP Aggregate Equity under the MIP shall be reserved for issuance in respect of awards to be granted pursuant to the MIP following the Restructuring, in the discretion of the Board (such reserved amount, plus any granted but unvested shares or New Notes that for any reason in accordance with the MIP are forfeited by MIP participants and returned to the MIP Aggregate Equity, the “Reserved 40%”). Upon a Change in Control, the Board shall allocate the full amount of any then-unallocated portion of the Reserved 40%; provided, that the Board shall, with respect to the Reserved 40%, have the sole discretion to determine the recipients thereof and the allocation among such recipients, which recipients may or may not include Employee. Of the Initial 60% Award, Employee shall be entitled to an allocation to be determined by the Employer’s Chief Executive Officer, and the allocation to Employee with respect to the Reserved 40%, if any, shall be determined by the Board in its sole discretion. (iii) Employee shall be entitled to receive Employee’s allocation of the Initial 60% Award on the effective date of the Restructuring, subject to Employee’s continued employment on (and not having delivered a notice of resignation other than for good reason prior to) the effective date of the Restructuring, in a pro rata combination of unvested shares of new common stock and New Notes, with such award to vest on the third (3rd) anniversary of the effective date of the Restructuring, subject to Employee’s continued employment on (and not having delivered a notice of resignation other than for good reason prior to) such anniversary, unless an earlier date for such vesting is otherwise provided for by the terms of this Agreement. (iv) Employee shall be eligible to participate in such long-term incentive compensation plans that have been approved or may in the future be approved by the shareholders of Employer and administered by the Board. (v) If a Sale During Restructuring shall occur, Employee shall receive on the closing date thereof in addition to any Restructuring Award, subject to Employee’s continued employment on (and not having delivered a notice of resignation other than for good reason prior to) such closing date, a cash payment in an amount equal to fifty-six hundredths of a percent (0.56%) of the gross proceeds of the Sale During Restructuring (net of transaction costs). The term “Sale During Restructuring” shall mean the sale of all or substantially all of the assets of Employer and its subsidiaries at any time after the Commencement Date or during the pendency of the Chapter 11 Cases concerning the Restructuring but before (or preventing) the effective date of the Restructuring.

Restructuring Compensation. (i) Employee and Employer agree that, in addition to all other cash compensation specified herein, Employee shall be entitled to an additional cash award equal to seventy-three and thirty-five hundredths percent (73.35%) of his Base Salary (the “Restructuring Award”) subject to Employee’s continued employment by Employer on (and not having delivered a notice of resignation other than for good reason prior to) the effective date of the Restructuring, or if Section 3(h)(v) below applies, the effective date of the closing of the Sale During Restructuring (in either case such date, as applicable, the “Restructuring Award Vesting Date”). The Restructuring Award shall be payable on the Restructuring Award Vesting Date. (ii) Employee and Employer agree that, in connection with the Restructuring, Employer shall establish a customary management incentive plan (the “MIP”) under which officers and other key employees of Employer, including Employee, shall be eligible to receive, in the aggregate, (a) awards denominated or payable in shares of the new common stock of the restructured Employer and (b) New Notes (as defined in the RSA or the term sheet attached thereto) convertible into shares of the new common stock of the restructured Employer. The shares reserved under the MIP, whether granted directly under the MIP or issuable upon conversion of New Notes granted under the MIP (the “MIP Aggregate Equity”), shall be equal in the aggregate to ten percent (10%) of the equity of the restructured Employer as of the effective date of the Restructuring on a fully diluted basis (exclusive of any shares of new common stock issuable upon conversion of any New Notes issued to purchasers for new money in the Rights Offering (as defined in the RSA or the term sheet attached thereto) but including any shares of new common stock attributable to original issue discount or the Put Option Payment (as defined in the RSA or the term sheet attached thereto)). Employer and Employee agree that the MIP shall provide for a grant of sixty percent (60%) of the MIP Aggregate Equity (inclusive of the New Notes portion) on the effective date of the Restructuring (the “Initial 60% Award”) and that forty percent (40%) the MIP Aggregate Equity under the MIP shall be reserved for issuance in respect of awards to be granted pursuant to the MIP following the Restructuring, in the discretion of the Board (such reserved amount, plus any granted but unvested shares or New Notes that for any reason in accordance with the MIP are forfeited by MIP participants and returned to the MIP Aggregate Equity, the “Reserved 40%”). Upon a Change in Control, the Board shall allocate the full amount of any then-unallocated portion of the Reserved 40%; provided, that the Board shall, with respect to the Reserved 40%, have the sole discretion to determine the recipients thereof and the allocation among such recipients, which recipients may or may not include Employee. Of the Initial 60% Award, Employee shall be entitled to an allocation to be determined by the Employer’s Chief Executive Officerof thirty-five percent (35%), and the allocation to Employee with respect to the Reserved 40%, if any, shall be determined by the Board in its sole discretion. (iii) Employee shall be entitled to receive Employee’s allocation of the Initial 60% Award on the effective date of the Restructuring, subject to Employee’s continued employment on (and not having delivered a notice of resignation other than for good reason prior to) the effective date of the Restructuring, in a pro rata combination of unvested shares of new common stock and New Notes, with such award to vest on the third (3rd) anniversary of the effective date of the Restructuring, subject to Employee’s continued employment on (and not having delivered a notice of resignation other than for good reason prior to) such anniversary, unless an earlier date for such vesting is otherwise provided for by the terms of this Agreement. (iv) Employee shall be eligible to participate in such long-term incentive compensation plans that have been approved or may in the future be approved by the shareholders of Employer and administered by the Board. (v) If a Sale During Restructuring shall occur, Employee shall receive on the closing date thereof in addition to any Restructuring Award, subject to Employee’s continued employment on (and not having delivered a notice of resignation other than for good reason prior to) such closing date, a cash payment in an amount equal to fifty-six one and five hundredths of a percent (0.561.05%) of the gross proceeds of the Sale During Restructuring (net of transaction costs). The term “Sale During Restructuring” shall mean the sale of all or substantially all of the assets of Employer and its subsidiaries at any time after the Commencement Date or during the pendency of the Chapter 11 Cases concerning the Restructuring but before (or preventing) the effective date of the Restructuring.

Restructuring Compensation. (i) Employee and Employer agree that, in addition to all other cash compensation specified herein, Employee shall be entitled to an additional cash award equal to seventy-three and thirty-five hundredths percent (73.35%) of his Base Salary (the “Restructuring Award”) subject to Employee’s continued employment by Employer on (and not having delivered a notice of resignation other than for good reason prior to) the effective date of the Restructuring, or if Section 3(h)(v) below applies, the effective date of the closing of the Sale During Restructuring (in either case such date, as applicable, the “Restructuring Award Vesting Date”). The Restructuring Award shall be payable on the Restructuring Award Vesting Date. (ii) Employee and Employer agree that, in connection with the Restructuring, Employer shall establish has established a customary management incentive plan (the “MIP”) under which officers and other key employees of Employer, including Employee, shall be eligible to receive, in the aggregate, (a) awards denominated or payable in shares of the new common stock of the restructured Employer and (b) New Notes (as defined in the RSA Restructuring Support Agreement (the “RSA”) or the term sheet attached thereto) convertible into shares of the new common stock of the restructured Employer. The shares reserved under the MIP, whether granted directly under the MIP or issuable upon conversion of New Notes granted under the MIP (the “MIP Aggregate Equity”), shall be equal in the aggregate to ten percent (10%) of the equity of the restructured Employer as of the effective date of the Restructuring on a fully diluted basis (exclusive of any shares of new common stock issuable upon conversion of any New Notes issued to purchasers for new money in the Rights Offering (as defined in the RSA or the term sheet attached thereto) but including any shares of new common stock attributable to original issue discount or the Put Option Payment (as defined in the RSA or the term sheet attached thereto)). Employer and Employee agree that the MIP shall provide for a grant of sixty percent (60%) of the MIP Aggregate Equity (inclusive of the New Notes portion) on the effective date of the Restructuring (the “Initial 60% Award”) and that forty percent (40%) the MIP Aggregate Equity under the MIP shall be reserved for issuance in respect of awards to be granted pursuant to the MIP following the Restructuring, in the discretion of the Board (such reserved amount, plus any granted but unvested shares or New Notes that for any reason in accordance with the MIP are forfeited by MIP participants and returned to the MIP Aggregate Equity, the “Reserved 40%”). Upon a Change in Control, the Board shall allocate the full amount of any then-unallocated portion of the Reserved 40%; provided, that the Board shall, with respect to the Reserved 40%, have the sole discretion to determine the recipients thereof and the allocation among such recipients, which recipients may or may not include Employee. Of the Initial 60% Award, Employee shall be entitled to an allocation to be determined by the Employer’s Chief Executive Officer, and the allocation to Employee with respect to the Reserved 40%, if any, shall be determined by the Board in its sole discretion. (iiiii) Employee shall be entitled to receive Employee’s allocation of the Initial 60% Award on the effective date of the Restructuring, subject to Employee’s continued employment on (and not having delivered a notice of resignation other than for good reason prior to) the effective date of the Restructuring, in a pro rata combination of unvested shares of new common stock and New Notes, with such award to vest on the third (3rd) anniversary of the effective date of the Restructuring, subject to Employee’s continued employment on (and not having delivered a notice of resignation other than for good reason prior to) such anniversary, unless an earlier date for such vesting is otherwise provided for by the terms of this Agreement. (iviii) Employee shall be eligible to participate in such long-term incentive compensation plans that have been approved or may in the future be approved by the shareholders of Employer and administered by the Board. (iv) For the avoidance of doubt, Employee hereby acknowledges and agrees that neither the Restructuring nor any transactions contemplated pursuant thereto or to the RSA, shall constitute a Change in Control (or term of similar import), as defined herein or in the Existing Employment Agreement. (v) If a Sale During Restructuring shall occurFor purposes of this Section 3(h), Employee shall receive be considered to have “continued employment” on the closing a given date thereof in addition to any Restructuring Award, subject to notwithstanding (a) Employee’s continued death or termination by Employer due to disability on or before such date, (b) termination by Employee of his employment hereunder on (and not having delivered a notice of resignation other than or before such date for good reason prior toreason, or (c) termination by Employer of Employee’s employment hereunder on or before such closing date, a cash payment in an amount equal to fifty-six hundredths of a percent (0.56%) of the gross proceeds of the Sale During Restructuring (net of transaction costs). The term “Sale During Restructuring” shall mean the sale of all or substantially all of the assets of Employer and its subsidiaries at any time after the Commencement Date or during the pendency of the Chapter 11 Cases concerning the Restructuring but before (or preventing) the effective date of the Restructuringwithout good cause.

Restructuring Compensation. (i) Employee and Employer agree that, in addition to all other cash compensation specified herein, Employee shall be entitled to an additional cash award equal to seventy-three and thirty-five hundredths percent (73.35%) of his Base Salary (the “Restructuring Award”) subject to Employee’s continued employment by Employer on (and not having delivered a notice of resignation other than for good reason prior to) the effective date of the Restructuring, or if Section 3(h)(v) below applies, the effective date of the closing of the Sale During Restructuring (in either case such date, as applicable, the “Restructuring Award Vesting Date”). The Restructuring Award shall be payable on the Restructuring Award Vesting Date. (ii) Employee and Employer agree that, in connection with the Employer’s 2017 restructuring (the “Restructuring”), Employer shall establish has established a customary management incentive plan (as amended, restated and/or replaced from time to time, the “MIP”) under which officers and other key employees of Employer, including Employee, (a) received New Notes (as defined in the relevant Restructuring Support Agreement, including the term sheet attached thereto (the “RSA”), or other relevant Restructuring documents), convertible into shares of the new common stock of the restructured Employer, and (b) have received and shall continue to be eligible to receive, in the aggregate, (a) incentive awards denominated or payable in shares of the new common stock of the restructured Employer and (b) New Notes (as defined in the RSA or the term sheet attached thereto) convertible into cash, notes and/or shares of the new common stock of the restructured Employer. The shares reserved under the MIP, whether granted directly under the MIP or issuable upon conversion of New Notes granted under the MIP (the “MIP Aggregate Equity”), shall be equal in the aggregate to ten percent (10%) of the equity of the restructured Employer as of the effective date of the Restructuring on a fully diluted basis (exclusive of any shares of new common stock issuable upon conversion of any New Notes issued to purchasers for new money in the Rights Offering (as defined in the RSA or the term sheet attached theretoRSA) but including any shares of new common stock attributable to original issue discount or the Put Option Payment (as defined in the RSA or the term sheet attached thereto)RSA). Employer and Employee agree that the MIP shall provide provided for a grant of sixty percent (60%) of the MIP Aggregate Equity (inclusive of the New Notes portion) on the effective date of the Restructuring (the “Initial 60% Award”) and that forty percent (40%) the MIP Aggregate Equity under the MIP shall be has been reserved for issuance in respect of awards to be granted pursuant to the MIP following the Restructuring, in the discretion of the Board (such reserved amount, plus any granted but unvested shares or New Notes that for any reason in accordance with the MIP are forfeited by MIP participants and returned to the MIP Aggregate Equity, the “Reserved 40%”). Upon a Change in Control, the Board shall allocate the full amount of any then-unallocated portion of the Reserved 40%; provided, that the Board shall, with respect to the Reserved 40%, have the sole discretion to determine the recipients thereof and the allocation among such recipients, which recipients may or may not include Employee. Of Employee has already received his allocation of the Initial 60% Award, Employee shall be entitled to an allocation to be determined by the Employer’s Chief Executive Officer, and the allocation to Employee with respect to the Reserved 40%, if any, shall be determined by the Board in its sole discretion. (iii) Employee shall be entitled to receive Employee’s allocation of the Initial 60% Award on the effective date of the Restructuring, subject to Employee’s continued employment on (and not having delivered a notice of resignation other than for good reason prior to) the effective date of the Restructuring, in a pro rata combination of unvested shares of new common stock and New Notes, with such award to vest on the third (3rd) anniversary of the effective date of the Restructuring, subject to Employee’s continued employment on (and not having delivered a notice of resignation other than for good reason prior to) such anniversary, unless an earlier date for such vesting is otherwise provided for by the terms of this Agreement. (ivii) Employee shall be eligible to participate in such long-term incentive compensation plans that have been approved or may in the future be approved by the shareholders of Employer and administered by the Board. (viii) If a Sale During Restructuring shall occurFor purposes of this Section 3(h), Employee shall receive be considered to have “continued employment” on the closing a given date thereof in addition to any Restructuring Award, subject to notwithstanding (a) Employee’s continued death or termination by Employer due to disability on or before such date, (b) termination by Employee of his employment hereunder on (and not having delivered a notice of resignation other than or before such date for good reason prior toreason, or (c) termination by Employer of Employee’s employment hereunder on or before such closing date, a cash payment in an amount equal to fifty-six hundredths of a percent (0.56%) of the gross proceeds of the Sale During Restructuring (net of transaction costs). The term “Sale During Restructuring” shall mean the sale of all or substantially all of the assets of Employer and its subsidiaries at any time after the Commencement Date or during the pendency of the Chapter 11 Cases concerning the Restructuring but before (or preventing) the effective date of the Restructuringwithout good cause.

Restructuring Compensation. (i) Employee and Employer agree that, in addition to all other cash compensation specified herein, Employee shall be entitled to an additional cash award equal to seventy-three and thirty-five hundredths percent (73.35%) of his Base Salary (the “Restructuring Award”) subject to Employee’s continued employment by Employer on (and not having delivered a notice of resignation other than for good reason prior to) the effective date of the Restructuring, or if Section 3(h)(v) below applies, the effective date of the closing of the Sale During Restructuring (in either case such date, as applicable, the “Restructuring Award Vesting Date”). The Restructuring Award shall be payable on the Restructuring Award Bonus Vesting Date. (ii) Employee and Employer agree that, in connection with the Restructuring, Employer shall establish a customary management incentive plan (the “MIP”) under which officers and other key employees of Employer, including Employee, shall be eligible to receive, in the aggregate, (a) awards denominated or payable in shares of the new common stock of the restructured Employer and (b) New Notes (as defined in the RSA or the term sheet attached thereto) convertible into shares of the new common stock of the restructured Employer. The shares reserved under the MIP, whether granted directly under the MIP or issuable upon conversion of New Notes granted under the MIP (the “MIP Aggregate Equity”), shall be equal in the aggregate to ten percent (10%) of the equity of the restructured Employer as of the effective date of the Restructuring on a fully diluted basis (exclusive of any shares of new common stock issuable upon conversion of any New Notes issued to purchasers for new money in the Rights Offering (as defined in the RSA or the term sheet attached thereto) but including any shares of new common stock attributable to original issue discount or the Put Option Payment (as defined in the RSA or the term sheet attached thereto)). Employer and Employee agree that the MIP shall provide for a grant of sixty percent (60%) of the MIP Aggregate Equity (inclusive of the New Notes portion) on the effective date of the Restructuring (the “Initial 60% Award”) and that forty percent (40%) the MIP Aggregate Equity under the MIP shall be reserved for issuance in respect of awards to be granted pursuant to the MIP following the Restructuring, in the discretion of the Board (such reserved amount, plus any granted but unvested shares or New Notes that for any reason in accordance with the MIP are forfeited by MIP participants and returned to the MIP Aggregate Equity, the “Reserved 40%”). Upon a Change in Control, the Board shall allocate the full amount of any then-unallocated portion of the Reserved 40%; provided, that the Board shall, with respect to the Reserved 40%, have the sole discretion to determine the recipients thereof and the allocation among such recipients, which recipients may or may not include Employee. Of the Initial 60% Award, Employee shall be entitled to an allocation to be determined by the Employer’s Chief Executive Officer, and the allocation to Employee with respect to the Reserved 40%, if any, shall be determined by the Board in its sole discretion. (iii) Employee shall be entitled to receive Employee’s allocation of the Initial 60% Award on the effective date of the Restructuring, subject to Employee’s continued employment on (and not having delivered a notice of resignation other than for good reason prior to) the effective date of the Restructuring, in a pro rata combination of unvested shares of new common stock and New Notes, with such award to vest on the third (3rd) anniversary of the effective date of the Restructuring, subject to Employee’s continued employment on (and not having delivered a notice of resignation other than for good reason prior to) such anniversary, unless an earlier date for such vesting is otherwise provided for by the terms of this Agreement. (iv) Employee shall be eligible to participate in such long-term incentive compensation plans that have been approved or may in the future be approved by the shareholders of Employer and administered by the Board. (v) If a Sale During Restructuring shall occur, Employee shall receive on the closing date thereof in addition to any Restructuring Award, subject to Employee’s continued employment on (and not having delivered a notice of resignation other than for good reason prior to) such closing date, a cash payment in an amount equal to fifty-six hundredths of a percent (0.56%) of the gross proceeds of the Sale During Restructuring (net of transaction costs). The term “Sale During Restructuring” shall mean the sale of all or substantially all of the assets of Employer and its subsidiaries at any time after the Commencement Date or during the pendency of the Chapter 11 Cases concerning the Restructuring but before (or preventing) the effective date of the Restructuring.

Restructuring Compensation. (i) Employee and Employer agree that, in addition to all other cash compensation specified herein, Employee shall be entitled to an additional cash award equal to seventy-three and thirty-five hundredths percent (73.35%) of his Base Salary (the “Restructuring Award”) subject to Employee’s continued employment by Employer on (and not having delivered a notice of resignation other than for good reason prior to) the effective date of the Restructuring, or if Section 3(h)(v) below applies, the effective date of the closing of the Sale During Restructuring (in either case such date, as applicable, the “Restructuring Award Vesting Date”). The Restructuring Award shall be payable on the Restructuring Award Vesting Date. (ii) Employee and Employer agree that, in connection with the Employer’s 2017 restructuring (the “Restructuring”), Employer shall establish has established a customary management incentive plan (the “MIP”) under which officers and other key employees of Employer, including Employee, have received and shall continue to be eligible to receive, in the aggregate, (a) awards denominated or payable in shares of the new common stock of the restructured Employer and (b) New Notes (as defined in the RSA or relevant Restructuring Support Agreement, including the term sheet attached thereto) thereto (the “RSA”), or other relevant Restructuring documents), convertible into shares of the new common stock of the restructured Employer. The shares reserved under the MIP, whether granted directly under the MIP or issuable upon conversion of New Notes granted under the MIP (the “MIP Aggregate Equity”), shall be equal in the aggregate to ten percent (10%) of the equity of the restructured Employer as of the effective date of the Restructuring on a fully diluted basis (exclusive of any shares of new common stock issuable upon conversion of any New Notes issued to purchasers for new money in the Rights Offering (as defined in the RSA or the term sheet attached theretoRSA) but including any shares of new common stock attributable to original issue discount or the Put Option Payment (as defined in the RSA or the term sheet attached thereto)RSA). Employer and Employee agree that the MIP shall provide provided for a grant of sixty percent (60%) of the MIP Aggregate Equity (inclusive of the New Notes portion) on the effective date of the Restructuring (the “Initial 60% Award”) and that forty percent (40%) the MIP Aggregate Equity under the MIP shall be has been reserved for issuance in respect of awards to be granted pursuant to the MIP following the Restructuring, in the discretion of the Board (such reserved amount, plus any granted but unvested shares or New Notes that for any reason in accordance with the MIP are forfeited by MIP participants and returned to the MIP Aggregate Equity, the “Reserved 40%”). Upon a Change in Control, the Board shall allocate the full amount of any then-unallocated portion of the Reserved 40%; provided, that the Board shall, with respect to the Reserved 40%, have the sole discretion to determine the recipients thereof and the allocation among such recipients, which recipients may or may not include Employee. Of Employee has already received his allocation of the Initial 60% Award, Employee shall be entitled to an allocation to be determined by the Employer’s Chief Executive Officer, and the allocation to Employee with respect to the Reserved 40%, if any, shall be determined by the Board in its sole discretion. (iii) Employee shall be entitled to receive Employee’s allocation of the Initial 60% Award on the effective date of the Restructuring, subject to Employee’s continued employment on (and not having delivered a notice of resignation other than for good reason prior to) the effective date of the Restructuring, in a pro rata combination of unvested shares of new common stock and New Notes, with such award to vest on the third (3rd) anniversary of the effective date of the Restructuring, subject to Employee’s continued employment on (and not having delivered a notice of resignation other than for good reason prior to) such anniversary, unless an earlier date for such vesting is otherwise provided for by the terms of this Agreement. (ivii) Employee shall be eligible to participate in such long-term incentive compensation plans that have been approved or may in the future be approved by the shareholders of Employer and administered by the Board. (viii) If a Sale During Restructuring shall occurFor purposes of this Section 3(h), Employee shall receive be considered to have “continued employment” on the closing a given date thereof in addition to any Restructuring Award, subject to notwithstanding (a) Employee’s continued death or termination by Employer due to disability on or before such date, (b) termination by Employee of his employment hereunder on (and not having delivered a notice of resignation other than or before such date for good reason prior toreason, or (c) termination by Employer of Employee’s employment hereunder on or before such closing date, a cash payment in an amount equal to fifty-six hundredths of a percent (0.56%) of the gross proceeds of the Sale During Restructuring (net of transaction costs). The term “Sale During Restructuring” shall mean the sale of all or substantially all of the assets of Employer and its subsidiaries at any time after the Commencement Date or during the pendency of the Chapter 11 Cases concerning the Restructuring but before (or preventing) the effective date of the Restructuringwithout good cause.

Restructuring Compensation. Upon the occurrence of a Trigger Event (i) Employee this term and Employer agree thatother defined terms used in this subsection are defined below), in addition to all other cash compensation specified herein, the Employee shall be entitled to an additional cash award a restructuring fee (the 'Restructuring Fee') equal to seventy-three and thirty-five hundredths percent (73.35%) of his Base Salary (the “Restructuring Award”) subject to Employee’s continued employment by Employer on (and not having delivered a notice of resignation other than for good reason prior to) the effective date of the Restructuring, or if Section 3(h)(v) below applies, the effective date of the closing of the Sale During Restructuring (in either case such date, as applicable, the “Restructuring Award Vesting Date”). The Restructuring Award shall be payable on the Restructuring Award Vesting Date. (ii) Employee and Employer agree that, in connection with the Restructuring, Employer shall establish a customary management incentive plan (the “MIP”) under which officers and other key employees of Employer, including Employee, shall be eligible to receive, in the aggregate, (a) awards denominated or payable in shares of the new common stock of the restructured Employer and (b) New Notes (as defined in the RSA or the term sheet attached thereto) convertible into shares of the new common stock of the restructured Employer. The shares reserved under the MIP, whether granted directly under the MIP or issuable upon conversion of New Notes granted under the MIP (the “MIP Aggregate Equity”), shall be equal in the aggregate to ten percent (105%) of the equity Improvement in Value; provided, however, that in no event shall the Restructuring Fee shall be less than $3 million; and provided, further, that any amounts payable as Incentive Compensation under Section 5 shall be credited against the amounts that become payable under this section. In the event a Restructuring Fee becomes payable because of the restructured Employer as occurrence of the effective date events described in clause (i) or (ii) of the definition of Trigger Event, the Restructuring Fee shall be paid to the Employee immediately upon the occurrence of the Trigger Event. That component of the Restructuring Fee based on a fully diluted basis Aggregate Consideration that is contingent upon the realization of future financial performance (exclusive e.g., an earnout or similar provision) shall be paid by the Company to the Employee promptly upon the receipt of any shares such Aggregate Consideration by the Company or its shareholders (including holders of new common options, warrants, stock issuable upon conversion appreciation rights, convertible securities and similar securities of any New Notes issued to purchasers for new money in the Rights Offering (as defined in the RSA or the term sheet attached thereto) but including any shares of new common stock attributable to original issue discount or the Put Option Payment (as defined in the RSA or the term sheet attached thereto)Company). Employer That component of the Restructuring Fee that is based on Aggregate Consideration that is deferred (including without limitation any Aggregate Consideration held in escrow) shall be valued at the total stated amount of such consideration without applying a discount thereto and shall be paid by the Company to the Employee agree promptly upon the occurrence of the Trigger Event; provided that the MIP portion of the Restructuring Fee payable on account of amounts held in escrow shall provide not become payable until released from escrow to (or for the benefit of) the Company. In the event a grant Restructuring Fee becomes payable because of sixty percent the occurrence of the events described in clause (60%iii) or (iv) of the MIP Aggregate Equity (inclusive definition of the New Notes portion) on the effective date Trigger Event, 80% of the Restructuring Fee shall be paid to the Employee immediately upon the occurrence of the Trigger Date. The remaining 20% of the Restructuring Fee shall be paid to the Employee 225 days following the Trigger Date (the “Initial 60% Award”) 'Final Payment Date'). During the 225 day period prior to the Final Payment Date, the Employee and that forty percent (40%) the MIP Aggregate Equity under Company shall, acting in good faith, recalculate the MIP Restructuring Fee based on the actual Operating EBITDA achieved during the six-month period following the Trigger Date and the amount due the Employee on the Final Payment Date shall be reserved for issuance in respect of awards to be granted pursuant to the MIP following the Restructuring, in the discretion of the Board (such reserved amount, plus any granted but unvested shares or New Notes that for any reason in accordance with the MIP are forfeited by MIP participants and returned to the MIP Aggregate Equity, the “Reserved 40%”). Upon a Change in Control, the Board shall allocate the full amount of any then-unallocated portion of the Reserved 40%adjusted accordingly; provided, however, that in no event shall any downward adjustment of the Board shall, with respect to Restructuring Fee due the Reserved 40%, have Employee be greater than the sole discretion to determine 20% holdback described above. In the recipients thereof event the Company and the allocation among such recipients, which recipients may or may not include Employee. Of the Initial 60% Award, Employee shall be entitled unable to an allocation to be determined by agree on the Employer’s Chief Executive Officer, and the allocation to Employee with respect to the Reserved 40%, if any, shall be determined by the Board in its sole discretion. (iii) Employee shall be entitled to receive Employee’s allocation recalculation of the Initial 60% Award on the effective date Restructuring Fee, each of the Restructuring, subject parties agrees to Employee’s continued employment on (and not having delivered a notice of resignation other than for good reason prior to) submit the effective date issue to binding arbitration under the Commercial Arbitration Rules of the RestructuringAmerican Arbitration Association in the State of New York, in a pro rata combination of unvested shares of new common stock and New Notes, with such award to vest on except that each party shall bear its (or his) own expenses. For the third (3rd) anniversary of the effective date of the Restructuring, subject to Employee’s continued employment on (and not having delivered a notice of resignation other than for good reason prior to) such anniversary, unless an earlier date for such vesting is otherwise provided for by the terms purposes of this Agreement. (iv) Employee Section 6, the following terms shall be eligible to participate in such long-term incentive compensation plans that have been approved or may in the future be approved by the shareholders of Employer and administered by the Board. (v) If a Sale During Restructuring shall occur, Employee shall receive on the closing date thereof in addition to any Restructuring Award, subject to Employee’s continued employment on (and not having delivered a notice of resignation other than for good reason prior to) such closing date, a cash payment in an amount equal to fifty-six hundredths of a percent (0.56%) of the gross proceeds of the Sale During Restructuring (net of transaction costs). The term “Sale During Restructuring” shall mean the sale of all or substantially all of the assets of Employer and its subsidiaries at any time after the Commencement Date or during the pendency of the Chapter 11 Cases concerning the Restructuring but before (or preventing) the effective date of the Restructuring.following meanings: