Common use of Payment Upon Termination Clause in Contracts

Payment Upon Termination. (a) If Employee’s employment is terminated by the Corporation other than pursuant to Section (5)(c) the Corporation shall (subject to Employee’s entering into and not revoking a General Release with the Corporation in such form as it may then require; and provided that Employee (i) remains in full compliance with the Corporation’s Confidential Information Agreement; and (ii) performs such actions as the Corporation may reasonably request in transitioning Employee from his employment with the Corporation) continue to pay Employee the Base Salary (as defined in Section (4)) in effect immediately prior to the time of such termination (but without any bonus, commission or other similar amounts except as may have been earned and are due and payable prior to such termination) for six (6) months after the last full day Employee works under this Employment Agreement at its normal payroll payment dates, by direct deposit or regular mail at Employee’s election, provided Employee is not in breach of any of the covenants herein; any unreimbursed expenses due to Employee pursuant the Corporation’s policy for which he has submitted acceptable supporting documentation; and any accrued but unused vacation time. The form of General Release currently used by the Corporation is attached hereto as Appendix A, and the Release shall be in substantially similar form with such changes as the Corporation deems appropriate at the time of Employee’s termination. Employee shall be entitled to such payment only as set forth herein, and the provisions of this Section (6) shall supersede in their entirety any severance payment provisions in any severance plan, policy, program or arrangement maintained by the Corporation. In addition to any rights or remedies the Corporation may otherwise have, upon any breach of any agreements herein by Employee, Employee’s right to any continued payment of separation benefits shall immediately cease, and Employee shall be obligated to repay to the Corporation all amounts paid by the Corporation for the separation benefits except for the amount of $1,000, which Employee shall be entitled to retain.

Payment Upon Termination. (a) If Employee’s the employment of the Employee is terminated by the Corporation other than pursuant to Section 5 (5)(cc) hereof, the Corporation shall (subject to Employee’s entering into and not revoking a General Release with the Corporation in such form as it may then require; and provided that Employee (i) remains in full compliance with the Corporation’s Confidential Information Agreement; and (ii) performs such actions as the Corporation may reasonably request in transitioning Employee from his employment with the Corporation) shall continue to pay Employee the Base Salary (as defined in Section (4)) in effect immediately prior to the time of such termination (but without any bonus, commission or other similar amounts except as may have been earned and are due and payable prior to such termination) for six (6) months after the last full day Employee works under this Employment Agreement at its normal payroll payment dates; (ii) shall reimburse Employee for the premiums (if any) he pays for continuation of life insurance should he elect to exercise the conversion feature of the Corporation's group life policy then in effect for six (6) months after the last full day Employee works under this Agreement; and (iii) continue to pay for such medical/dental/vision insurance as Employee may then receive for six (6) months after the last full day Employee works under this Agreement (such payments of Base Salary and payments or reimbursements of insurance premiums by the Corporation, the "Severance Benefits).Employee agrees that, (a) his eligibility for or entitlement to the foregoing Severance Benefits shall be subject to Employee's execution and delivery of a release, in such form as the Corporation may require, that, among other things, may be a general release of any and all claims Employee may have against Employer, (b) Employee shall have no rights or remedies in the event of his or her termination by direct deposit the Corporation without Cause and other than as a result of Disability or regular mail at death except for those set forth in this Agreement and (c) Employee’s election, provided Employee is not in breach of 's right to receive any of the covenants herein; any unreimbursed expenses due foregoing Severance Benefits shall be expressly conditioned upon Employee's full compliance with the Confidentiality Agreement, pursuant to Employee pursuant the Corporation’s policy for which he has submitted acceptable supporting documentation; its continued effectiveness, and any accrued but unused vacation time. The form of General Release currently used by Employee's full cooperation with the Corporation is attached hereto as Appendix A, in both fulfilling the terms of this Agreement and the Release shall be in substantially similar form with Confidentiality Agreement and otherwise performing such changes actions as the Corporation deems appropriate at the time of Employee’s termination. may request in transitioning Employee shall be entitled to such payment only as set forth herein, and the provisions of this Section (6) shall supersede in their entirety any severance payment provisions in any severance plan, policy, program or arrangement maintained by the Corporation. In addition to any rights or remedies from his employment with the Corporation may otherwise have, and upon any breach of any agreements herein either such agreement by Employee, Employee’s right 's rights to any continued payment of separation benefits Severance Benefits shall immediately cease, cease and Employee shall be obligated to repay to the Corporation all amounts paid by the Corporation for the separation benefits Severance Benefits except for the amount of $1,000, which Employee shall be entitled to retain.

Payment Upon Termination. (a) If Employee’s employment this Agreement is terminated by Employee or by ATI for Cause prior to the Corporation other than pursuant completion of the Term of Employment, the employee shall not be entitled to Section (5)(c) the Corporation severance pay of any kind but shall (subject be entitled to Employee’s entering into all reasonable reimbursable expenses incurred by Employee and not revoking a General Release with the Corporation in such form as it may then require; and provided that Employee (i) remains in full compliance with the Corporation’s Confidential Information Agreement; and (ii) performs such actions as the Corporation may reasonably request in transitioning Employee from his employment with the Corporation) continue to pay Employee the Base Salary (as defined in Section (4)) in effect immediately earned by Employee prior to the time date of such termination, and all obligations of ATI under Paragraph 3 hereof shall terminate upon the termination (but date designated by ATI, except to the extent otherwise required by law. In the event that Employee is terminated without any bonusCause, commission ATI shall pay Employee, as severance pay an amount equal to 12 months of Base Salary, to be paid in accordance with ATI's standard policies for management personnel. In the event Employee is terminated without Cause, Employee's group health insurance coverage shall be continued, to the extent permitted by ATI's group health insurance plan at that time, for a period of 12 months, or until Employee is eligible for coverage under a different group health plan, whichever occurs first, and Employee shall pay the portion of the premium allocable to other similar amounts except as may have been earned and are due and payable employees of ATI generally, which allocable amount shall be deducted from payments made pursuant to the prior to such termination) for six (6) months sentence. If Employee is terminated without Cause after the last full day first calendar quarter of any year, Employee works under this Employment Agreement at its normal payroll payment datesshall also be entitled to receive, with respect to work performed in such calendar year, the bonus described in Paragraph 3(b) which shall be pro-rated for the number of days in the year worked by direct deposit or regular mail at Employee’s election, provided . If Employee is not in breach terminated without Cause within the first calendar quarter of any of year, Employee will not be entitled to receive such bonus with respect to work performed in such calendar year. Notwithstanding any other provision in this Agreement to the covenants herein; any unreimbursed expenses due to contrary, in the event Employee pursuant terminates his employment following a Change in Employment Conditions, as defined below, the Corporation’s policy for which he has submitted acceptable supporting documentation; and any accrued but unused vacation time. The form of General Release currently used by the Corporation is attached hereto as Appendix A, and the Release shall be in substantially similar form with such changes as the Corporation deems appropriate at the time of Employee’s termination. Employee shall be entitled to such payment only as set forth herein, and receive all the provisions benefits he would have received under this Agreement if he had been terminated without Cause. For purposes of this Section (6) Agreement, a Change in Employment Conditions shall supersede in their entirety any severance payment provisions in any severance plan, policy, program or arrangement maintained by the Corporation. In addition to any rights or remedies the Corporation may otherwise have, upon any breach of any agreements herein by Employee, Employee’s right to any continued payment of separation benefits shall immediately cease, and Employee shall be obligated to repay to the Corporation all amounts paid by the Corporation for the separation benefits except for the amount of $1,000, which Employee shall be entitled to retain.be:

Payment Upon Termination. (a) If Employee’s employment is terminated by the Corporation other than pursuant to Section (5)(c) the Corporation shall (subject to Employee’s entering into and not revoking a General Release with the Corporation in such form as it may then require; and provided that Employee (i) remains in full compliance with the Corporation’s Confidential Information Agreement; and (ii) performs such actions as the Corporation may reasonably request in transitioning Employee from his employment with the Corporation) continue to pay Employee the Base Salary (as defined in Section (4)) in effect immediately prior to the time of such termination (but without any bonus, commission or other similar amounts except as may have been earned and are due and payable prior to such termination) for six three (63) months after the last full day Employee works under this Employment Agreement at its normal payroll payment dates, by direct deposit or regular mail at Employee’s election, provided Employee is not in breach of any of the covenants herein; any unreimbursed expenses due to Employee pursuant the Corporation’s policy for which he has submitted acceptable supporting documentation; and any accrued but unused vacation time. The form of General Release currently used by the Corporation is attached hereto as Appendix A, and the Release shall be in substantially similar form with such changes as the Corporation deems appropriate at the time of Employee’s termination. Employee shall be entitled to such payment only as set forth herein, and the provisions of this Section (6) shall supersede in their entirety any severance payment provisions in any severance plan, policy, program or arrangement maintained by the Corporation. In addition to any rights or remedies the Corporation may otherwise have, upon any breach of any agreements herein by Employee, Employee’s right to any continued payment of separation benefits shall immediately cease, and Employee shall be obligated to repay to the Corporation all amounts paid by the Corporation for the separation benefits except for the amount of $1,000, which Employee shall be entitled to retain.

Payment Upon Termination. If a Change of Control (as hereinafter defined) occurs prior to a termination of the Employment Term, then in the event of the subsequent termination of the Employment Term pursuant to Section 5.4 or Section 5.5 hereof, or a non-renewal of the Employment Term by the Company under Section 4 hereof prior to the Executive’s attainment of age 65, the Company shall, in lieu of the amount otherwise payable under Section 5.6.3 or Section 5.6.5, as the case may be, immediately upon the Termination Date, pay to the Executive a lump-sum payment equal to (i) the sum of the Executive’s Base Salary and the Maximum Incentive Payment multiplied by three (3), (ii) the costs and expenses of outplacement related services which the Executive shall reasonably incur in an amount not to exceed $45,000 (upon the submission by him of reasonably itemized invoices therefor), and (iii) the value of the Benefits to which the Executive would otherwise be entitled if such Benefits were continued for a period of three (3) years after the Termination Date (which, if the Executive and the Company cannot agree on such value, shall be conclusively determined by Xxxxxx Xxxxx & Company within fifteen (15) days of the Termination Date). In addition, notwithstanding any provisions of any applicable stock incentive plan and agreement(s) to the contrary, any outstanding nonvested stock options, restricted stock or other equity compensation awards granted by the Company to the Executive and held by the Executive as of the Termination Date shall become vested and immediately exercisable by the Executive as of the Termination Date. Notwithstanding the foregoing, the Executive shall not be entitled to receive any payments under Section 5.6.4 hereof, in the event the Company sells its Power Conversion business but still continues to own at least fifty one (51%) percent interest in its Communications Products business. In order for the Executive to become entitled to the payments pursuant to this subsection (a) If Employee’s employment is terminated by the Corporation other than as a result of a termination pursuant to Section (5)(c) 5.5 hereof, he shall be required to provide the Corporation shall (subject notice referred to Employee’s entering into and not revoking a General Release with the Corporation in such form as it may then require; and provided that Employee (i) remains in full compliance with the Corporation’s Confidential Information Agreement; and (ii) performs such actions as the Corporation may reasonably request in transitioning Employee from his employment with the Corporation) continue to pay Employee the Base Salary (as defined in Section (4)) in effect immediately prior to the time of such termination (but without any bonus, commission or other similar amounts except as may have been earned and are due and payable prior to such termination) for six (6) months after the last full day Employee works under this Employment Agreement at its normal payroll payment dates, by direct deposit or regular mail at Employee’s election, provided Employee is not in breach of any of the covenants herein; any unreimbursed expenses due to Employee pursuant the Corporation’s policy for which he has submitted acceptable supporting documentation; and any accrued but unused vacation time. The form of General Release currently used by the Corporation is attached hereto as Appendix A, and the Release shall be in substantially similar form with such changes as the Corporation deems appropriate at the time of Employee’s termination. Employee shall be entitled to such payment only as set forth herein, and the provisions of this Section (6) shall supersede in their entirety any severance payment provisions in any severance plan, policy, program or arrangement maintained by the Corporation. In addition to any rights or remedies the Corporation may otherwise have, upon any breach of any agreements herein by Employee, Employee’s right to any continued payment of separation benefits shall immediately cease, and Employee shall be obligated to repay to the Corporation all amounts paid by the Corporation for the separation benefits except for the amount of $1,000, which Employee shall be entitled to retainSection.

Payment Upon Termination. (a) If Employee’s the employment of the Employee is terminated by the Corporation other than pursuant to Section 5 (5)(cc) hereof, the Corporation shall (subject to Employee’s entering into and not revoking a General Release with the Corporation in such form as it may then require; and provided that Employee (i) remains in full compliance with the Corporation’s Confidential Information Agreement; and (ii) performs such actions as the Corporation may reasonably request in transitioning Employee from his employment with the Corporation) shall continue to pay Employee the Base Salary (as defined in Section (4)) in effect immediately prior to the time of such termination for twelve (but without any bonus, commission or other similar amounts except as may have been earned and are due and payable prior to such termination) for six (612) months after the last full day Employee works under this Employment Agreement at its normal payroll payment dates; (ii) shall reimburse Employee for the premiums (if any) he pays for continuation of life insurance should he elect to exercise the conversion feature of the Corporation's group life policy then in effect for twelve (12) months after the last full day Employee works under this Agreement; and (iii) continue to pay for such medical/dental/vision insurance as Employee may then receive for twelve (12) months after the last full day Employee works under this Agreement; (iv) continued participation in the Corporation's other benefit plans under the terms in effect immediately prior to termination for a period of 12 months (such payments of Base Salary and payments or reimbursements of insurance premiums by the Corporation, the "Severance Benefits).Employee agrees that, (a) his eligibility for or entitlement to the foregoing Severance Benefits shall be subject to Employee's execution and delivery of a release, in such form as the Corporation may require, that, among other things, may be a general release of any and all claims Employee may have against Employer, (b) Employee shall have no rights or remedies in the event of his or her termination by direct deposit the Corporation without Cause and other than as a result of Disability or regular mail at death except for those set forth in this Agreement and (c) Employee’s election, provided Employee is not in breach of 's right to receive any of the covenants herein; any unreimbursed expenses due to Employee pursuant foregoing Severance Benefits shall be expressly conditioned upon Employee's full compliance with the Corporation’s policy for which he has submitted acceptable supporting documentation; 's Confidentiality Agreement, pursuant to its continued effectiveness, and any accrued but unused vacation time. The form of General Release currently used by Employee's full cooperation with the Corporation is attached hereto as Appendix A, in both fulfilling the terms of this Agreement and the Release shall be in substantially similar form with Corporation's Confidentiality Agreement and otherwise performing such changes actions as the Corporation deems appropriate at the time of Employee’s termination. may request in transitioning Employee shall be entitled to such payment only as set forth herein, and the provisions of this Section (6) shall supersede in their entirety any severance payment provisions in any severance plan, policy, program or arrangement maintained by the Corporation. In addition to any rights or remedies from his employment with the Corporation may otherwise have, and upon any breach of any agreements herein either such agreement by Employee, Employee’s right 's rights to any continued payment of separation benefits Severance Benefits shall immediately cease, cease and Employee shall be obligated to repay to the Corporation all amounts paid by the Corporation for the separation benefits Severance Benefits except for the amount of $1,000, which Employee shall be entitled to retain.

Payment Upon Termination. (a) If Employee’s employment this Agreement is terminated by Employee or by ATI for Cause prior to the Corporation other than pursuant completion of the Term of Employment, the employee shall not be entitled to Section (5)(c) the Corporation severance pay of any kind but shall (subject be entitled to Employee’s entering into all reasonable reimbursable expenses incurred by Employee and not revoking a General Release with the Corporation in such form as it may then require; and provided that Employee (i) remains in full compliance with the Corporation’s Confidential Information Agreement; and (ii) performs such actions as the Corporation may reasonably request in transitioning Employee from his employment with the Corporation) continue to pay Employee the Base Salary (as defined in Section (4)) in effect immediately earned by Employee prior to the time date of such termination, and all obligations of ATI under Paragraph 3 hereof shall terminate upon the termination (but date designated by ATI, except to the extent otherwise required by law. In the event that Employee is terminated without any bonusCause, commission ATI shall pay Employee as severance pay an amount equal to the Base Salary for 12 months, to be paid in accordance with ATI's standard policies for management personnel. In the event Employee is terminated without Cause, Employee's group health insurance coverage shall be continued, to the extent permitted by ATI's group health insurance plan at that time, for a period of 12 months, or until Employee is eligible for coverage under a different group health plan, whichever occurs first, and Employee shall pay the portion of the premium allocable to other similar amounts except as may have been earned and are due and payable employees of ATI generally, which allocable amount shall be deducted from payments made pursuant to the prior to such termination) for six (6) months sentence. If Employee is terminated without Cause after the last full day first calendar quarter of any year, Employee works under this Employment Agreement at its normal payroll payment datesshall also be entitled to receive, with respect to work performed in such calendar year, the bonus described in Paragraph 3(b) which shall be pro-rated for the number of days in the year worked by direct deposit or regular mail at Employee’s election, provided . If Employee is not in breach terminated without Cause within the first calendar quarter of any of year, Employee will not be entitled to receive such bonus with respect to work performed in such calendar year. Notwithstanding any other provision in this Agreement to the covenants herein; any unreimbursed expenses due to contrary, in the event Employee pursuant terminates his employment following a Change in Employment Conditions, as defined below, the Corporation’s policy for which he has submitted acceptable supporting documentation; and any accrued but unused vacation time. The form of General Release currently used by the Corporation is attached hereto as Appendix A, and the Release shall be in substantially similar form with such changes as the Corporation deems appropriate at the time of Employee’s termination. Employee shall be entitled to such payment only as set forth herein, and receive all the provisions benefits he would have received under this Agreement if he had been terminated without Cause. For purposes of this Section (6) Agreement, a Change in Employment Conditions shall supersede in their entirety any severance payment provisions in any severance plan, policy, program or arrangement maintained by the Corporation. In addition to any rights or remedies the Corporation may otherwise have, upon any breach of any agreements herein by Employee, Employee’s right to any continued payment of separation benefits shall immediately cease, and Employee shall be obligated to repay to the Corporation all amounts paid by the Corporation for the separation benefits except for the amount of $1,000, which Employee shall be entitled to retain.be:

Payment Upon Termination. (a) If Employee’s In the event of a termination of this Agreement by Sardas or termination by the Company for "Cause" prior to January 12, 1998, Sardas shall receive no severance pay or additional compensation other than the fixed compensation and benefits earned and accrued as of such termination date pursuant to Paragraphs 4 and 5 herein. For the purposes of this Agreement, the Company shall have "Cause" to terminate employment hereunder only (i) if termination shall have been the result of an act or acts of dishonesty by Sardas constituting a felony and resulting or intended to result directly or indirectly in substantial gain or personal enrichment at the expense of the Company; or (ii) upon the willful and continued failure by Sardas substantially to perform his duties with the Company (other than any such failure resulting from incapacity due to mental or physical illness) after a demand in writing for substantial performance is delivered by the Board, which demand specifically identifies the manner in which the Board believes that Sardas has not substantially performed his duties, and such failure results in demonstrably material injury to the Company. Sardas's employment shall in no event be considered to have been terminated by the Corporation other than pursuant to Section (5)(c) Company for Cause if such termination took place as the Corporation shall (subject to Employee’s entering into and not revoking a General Release with the Corporation in such form as it may then require; and provided that Employee result of (i) remains in full compliance with the Corporation’s Confidential Information Agreement; and bad judgment or negligence, or (ii) performs such actions any act or omission without intent of gaining therefrom directly or indirectly a profit to which Sardas was not legally entitled, or (iii) any act or omission believed in good faith to have been in or not opposed to the interest of the Company, or (iv) any act or omission in respect of which a determination is made that Sardas met the applicable standard of conduct prescribed for indemnification or reimbursement or payment of expenses under the by-laws of the Company or the laws of the State of Delaware, in each case as the Corporation may reasonably request in transitioning Employee from his employment with the Corporation) continue to pay Employee the Base Salary (as defined in Section (4)) in effect immediately prior to at the time of such termination (but without any bonus, commission act or other similar amounts except as may omission. Sardas shall not be deemed to have been earned terminated for Cause unless and are due and payable prior until there shall have been delivered to such termination) for six (6) months after him a copy of a resolution duly adopted by the last full day Employee works under this Employment Agreement at its normal payroll payment dates, by direct deposit or regular mail at Employee’s election, provided Employee is affirmative vote of not in breach of any less than three-quarters of the covenants herein; any unreimbursed expenses due entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to Employee pursuant Sardas and an opportunity for him, together with his counsel, to be heard before the Corporation’s policy for which he has submitted acceptable supporting documentation; and any accrued but unused vacation time. The form Board), finding that in the good faith opinion of General Release currently used by the Corporation is attached hereto as Appendix ABoard, and the Release shall be in substantially similar form with such changes as the Corporation deems appropriate at the time Sardas was guilty of Employee’s termination. Employee shall be entitled to such payment only as conduct set forth herein, and above in clauses (i) or (ii) of the provisions second sentence of this Section (6) shall supersede paragraph and specifying the particulars thereof in their entirety any severance payment provisions in any severance plan, policy, program or arrangement maintained by the Corporation. In addition to any rights or remedies the Corporation may otherwise have, upon any breach of any agreements herein by Employee, Employee’s right to any continued payment of separation benefits shall immediately cease, and Employee shall be obligated to repay to the Corporation all amounts paid by the Corporation for the separation benefits except for the amount of $1,000, which Employee shall be entitled to retaindetail.

Payment Upon Termination. (a) If Employee’s the employment of the Employee is terminated by the Corporation other than pursuant to Section 5 (5)(cc) hereof, the Corporation shall (subject to Employee’s entering into and not revoking a General Release with the Corporation in such form as it may then require; and provided that Employee (i) remains in full compliance with the Corporation’s Confidential Information Agreement; and (ii) performs such actions as the Corporation may reasonably request in transitioning Employee from his employment with the Corporation) shall continue to pay Employee the Base Salary (as defined in Section (4)) in effect immediately prior to the time of such termination (but without any bonus, commission or other similar amounts except as may have been earned and are due and payable prior to such termination) for six (6) months after the last full day Employee works under this Employment Agreement at its normal payroll payment dates; (ii) shall reimburse Employee for the premiums (if any) he pays for continuation of life insurance should he elect to exercise the conversion feature of the Corporation's group life policy then in effect for six (6) months after the last full day Employee works under this Agreement; and (iii) continue to pay for such dental/vision insurance as Employee may then receive for six (6) months after the last full day Employee works under this Agreement, by direct deposit or regular mail at Employee’s election, provided and (iv) to the extent the Employee is not eligible pursuant to Section 6(e) hereof, shall provide Retiree Medical Benefits (such payments of Base Salary and payments or reimbursements of insurance premiums and Retiree Medical Benefits by the Corporation, the "Severance Benefits).Employee agrees that, (a) his eligibility for or entitlement to the foregoing Severance Benefits shall be subject to Employee's execution and delivery of a release, in breach such form as the Corporation may require, that, among other things, may be a general release of any and all claims Employee may have against Employer, (b) Employee shall have no rights or remedies in the event of his or her termination by the Corporation without Cause and other than as a result of Disability or death except for those set forth in this Agreement and (c) Employee's right to receive any of the covenants herein; any unreimbursed expenses due foregoing Severance Benefits shall be expressly conditioned upon Employee's full compliance with the Confidentiality Agreement, pursuant to Employee pursuant the Corporation’s policy for which he has submitted acceptable supporting documentation; its continued effectiveness, and any accrued but unused vacation time. The form of General Release currently used by Employee's full cooperation with the Corporation is attached hereto as Appendix A, in both fulfilling the terms of this Agreement and the Release shall be in substantially similar form with Confidentiality Agreement and otherwise performing such changes actions as the Corporation deems appropriate at the time of Employee’s termination. may request in transitioning Employee shall be entitled to such payment only as set forth herein, and the provisions of this Section (6) shall supersede in their entirety any severance payment provisions in any severance plan, policy, program or arrangement maintained by the Corporation. In addition to any rights or remedies from his employment with the Corporation may otherwise have, and upon any breach of any agreements herein either such agreement by Employee, Employee’s right 's rights to any continued payment of separation benefits Severance Benefits shall immediately cease, cease and Employee shall be obligated to repay to the Corporation all amounts paid by the Corporation for the separation benefits Severance Benefits except for the amount of $1,000, which Employee shall be entitled to retain.

Payment Upon Termination. (a) If In the event Employee’s employment under this Agreement is terminated by the Corporation other than pursuant to Section (5)(c) the Corporation shall (subject to Employee’s entering into and not revoking a General Release with the Corporation in such form as it may then require; and provided that Employee (i) remains in full compliance with the Corporation’s Confidential Information Agreement; and Employer without Cause, (ii) performs such actions Employer or any successor entity within one (1) year of the effective date of a Change of Control (as the Corporation may reasonably request in transitioning hereinafter defined), or (iii) Employee from his employment with the Corporationfor Good Reason, Employee shall be entitled to receive a severance package which will include one (1) continue to pay Employee the year of Base Salary (as defined in Section Exhibit B) following the effective date of termination, paid in twenty-four (4)24) equal semi-monthly installments in effect immediately accordance with the Employer’s regular payroll practices, the accelerated vesting of any stock grants granted prior to the effective date of termination, and continued participation in any health care benefits provided by the Employer to its employees for the period of time during which severance payments are paid to Employee, which continued participation in health care benefits may be through participation under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and reimbursement of COBRA premiums paid by Employee for such termination (but without any bonus, commission or other similar amounts except as may have been earned and are due and payable prior to such termination) for six (6) months after the last full day Employee works under this Employment Agreement at its normal payroll payment dates, by direct deposit or regular mail at Employee’s election, continued participation; provided Employee is not executes and delivers to Employer a release in breach of any of substantially the covenants herein; any unreimbursed expenses due to Employee pursuant the Corporation’s policy for which he has submitted acceptable supporting documentation; and any accrued but unused vacation time. The form of General Release currently used by the Corporation is attached hereto as Appendix A, Exhibit A and in accordance with the Release terms of such release. Any and all amounts received by Employee pursuant to this Section 6(b) shall be in substantially similar form with such changes as constitute the Corporation deems appropriate at the time full and total amount of Employee’s termination. liquidated damages that Employee shall be entitled to such payment only as set forth herein, receive from the Employer and the provisions of this Section (6) shall supersede in their entirety any severance payment provisions in any severance plan, policy, program or arrangement maintained by the Corporation. In addition to any rights or remedies the Corporation may otherwise have, upon any breach of any agreements herein by Employee, Employee’s right to any continued payment of separation benefits shall immediately ceaseits Affiliates, and Employee releases any and all other contract or tort claims arising out of Employee’s employment relationship with the Employer or any relationship with any of the Affiliates. Notwithstanding the foregoing, in the event the time period for Employee to return a validly executed, irrevocable release described in this Section 6(b) spans two taxable years, the salary continuation payments described in this section shall not commence until the second taxable year, with the first such payment including any amounts that would have been paid to Employee prior to such time but for this provision of Section 6(b). For the purposes of this Agreement, a “Change of Control” shall be obligated deemed to repay to occur upon the Corporation all amounts paid by happening of any of the Corporation for the separation benefits except for the amount of $1,000, which Employee shall be entitled to retain.following:

Payment Upon Termination. (a) If Employee’s employment is terminated by In the Corporation other than pursuant to Section (5)(c) event of termination of this Agreement as a result of the Corporation shall (subject to Employee’s entering into and not revoking a General Release with expiration of the Corporation in such form as it may then require; and provided that Employee (i) remains in full compliance with the Corporation’s Confidential Information Agreement; and (ii) performs such actions as the Corporation may reasonably request in transitioning Employee from his employment with the Corporation) continue to pay Employee the Base Salary (as defined term stated in Section (4)) in effect immediately prior to the time of such termination (but without any bonus1.2, commission or other similar amounts except as may have been earned and are due and payable prior to such termination) for six (6) months after the last full day Employee works under this Employment Agreement at its normal payroll payment dates, by direct deposit or regular mail at Employee’s election, provided Employee is not in breach of any of the covenants herein; any unreimbursed expenses due to Employee pursuant the Corporation’s policy for which he has submitted acceptable supporting documentation; and any accrued but unused vacation time. The form of General Release currently used by the Corporation is attached hereto as Appendix A, and the Release shall be in substantially similar form with such changes as the Corporation deems appropriate at the time of Employee’s termination. Employee shall be entitled to such payment only as set forth herein, Base Salary and an Annual Bonus (if any) through the provisions end of this Section (6) shall supersede in their entirety any severance payment provisions in any severance plan, policy, program or arrangement maintained by the Corporation. In addition to any rights or remedies the Corporation may otherwise have, upon any breach of any agreements herein by Employee, Employee’s right to any continued payment of separation benefits shall immediately ceaseEmployment Term, and Employee shall not have any entitlement for any period thereafter. In the event of termination of Employee’s employment under this Agreement pursuant to Sections 3.1B (Death) or 3.1C (Disability) as permitted herein, Employee shall be obligated entitled only to repay his Base Salary, Annual Bonus (if any) and fringe benefits provided for herein earned, on a proportionate basis, through the date of such termination. In the event of termination of Employee’s employment under this Agreement pursuant to the Corporation all amounts paid Section 3.2F(i) (Good Reason) or by the Corporation for the separation benefits except for the amount of $1,000Company pursuant to Section 3.2E(ii) (without Cause), which Employee shall be entitled to retainhis Base Salary and fringe benefits provided for herein through December 31, 2013 in equal monthly installments, plus Annual Bonus (if any) for the fiscal year during which such termination occurs (on the condition that Employee satisfies his obligations hereunder, including those contained in Article IV hereof). In the event of termination of Employee’s employment under this Agreement by Employee pursuant to Section 3.2F(ii) (without Good Reason) or by Company pursuant to Section 3.2E(i) (Cause), Employee shall be entitled only to his Base Salary and fringe benefits provided for herein earned, on a proportionate basis, through the date of such termination, but Employee shall not be entitled to any bonus provided for herein. For the avoidance of doubt, any bonus paid pursuant to this section will be subject to the satisfaction of applicable conditions (including relevant financial targets), as determined in the good faith judgment of the Board, and shall be calculated and paid within 30 days of the receipt by Company of an independent auditor’s report with respect to the audited financial statements for the fiscal year for which such bonus is payable.

Payment Upon Termination. (a) If EmployeeUpon termination of the Employment Term for Cause, or as a result of Executive’s employment is terminated by the Corporation other than resignation pursuant to Section 3.1(e), in the absence of circumstances described in Section 3.2(e), Executive shall be entitled to receive the compensation under Section 2.1 owed to Executive but unpaid for performance rendered under this Agreement as of the date of termination and any additional compensation he may be entitled to receive under the terms of any employee benefit plan offered by the Company. (5)(cb) Upon termination of the Corporation Employment Term by the death of Executive, Executive’s estate shall (subject be entitled to Employee’s entering into and not revoking a General Release with the Corporation in such form as it may then require; and provided that Employee receive (i) remains in full compliance with the Corporation’s Confidential Information Agreementcompensation under Section 2.1 owed to Executive but unpaid for performance rendered under this Agreement as of the date of death; and (ii) performs a lump sum equal to Executive’s pro-rata share (based on days worked before death) of the bonus to which he would have been entitled under Section 2.2 if he had been an employee on the date bonuses for the then-current fiscal year were distributed. In addition to the foregoing, upon such actions as termination (i) all of Executive’s Equity Awards that are outstanding on the Corporation may reasonably request in transitioning Employee from his employment date of Executive’s death shall be deemed amended, without further action by the Parent, the Company or Executive, so that any portion of such Equity Awards that would have vested solely with the Corporationpassage of time over the twenty-four (24) month period following such termination, had Executive remained an employee of the Company during such period, shall be immediately vested and exercisable as of the date of termination, and any such stock options shall thereafter continue or expire in accordance with their original terms, and (ii) the Company shall continue to provide and pay Employee for all health, hospitalization and long-term care insurance premiums necessary to provide Executive’s dependent family members, if any, with coverage under the Base Salary Company’s group health insurance program, on the same terms and conditions as offered to other executives of the Company throughout the period of coverage, for a period of twenty-four (24) months from and after the date of Executive’s termination of employment. From and after the expiration of such twenty-four (24) month period, all applicable laws shall continue to apply to any person’s or persons’ rights to continue such benefits. Payments pursuant to this Section 3.2(b) shall be in addition to any insurance proceeds that may be payable to Executive’s estate or beneficiaries. (c) In the event that during the Employment Term Executive becomes Disabled (as defined in Section (43.1(b)) in effect immediately prior to and the time Company thereafter terminates Executive’s employment during the continuation of such termination (but without any bonusdisability, commission or other similar amounts except as may have been earned and are due and payable prior to such termination) for six (6) months after the last full day Employee works under this Employment Agreement at its normal payroll payment dates, by direct deposit or regular mail at Employee’s election, provided Employee is not in breach of any of the covenants herein; any unreimbursed expenses due to Employee pursuant the Corporation’s policy for which he has submitted acceptable supporting documentation; and any accrued but unused vacation time. The form of General Release currently used by the Corporation is attached hereto as Appendix A, and the Release shall be in substantially similar form with such changes as the Corporation deems appropriate at the time of Employee’s termination. Employee shall be entitled to such payment only as set forth herein, and the provisions of this Section (6) shall supersede in their entirety any severance payment provisions in any severance plan, policy, program or arrangement maintained by the Corporation. In addition to any rights or remedies the Corporation may otherwise have, upon any breach of any agreements herein by Employee, Employee’s right to any continued payment of separation benefits shall immediately cease, and Employee shall be obligated to repay to the Corporation all amounts paid by the Corporation for the separation benefits except for the amount of $1,000, which Employee shall be entitled to retain.Executive shall

Payment Upon Termination. (a) If Employee’s the employment of the Employee is terminated by the Corporation other than pursuant to Section 5 (5)(cc) hereof, the Corporation shall (subject to Employee’s entering into and not revoking a General Release with the Corporation in such form as it may then require; and provided that Employee (i) remains in full compliance with the Corporation’s Confidential Information Agreement; and (ii) performs such actions as the Corporation may reasonably request in transitioning Employee from his employment with the Corporation) shall continue to pay Employee the Base Salary (as defined in Section (4)) in effect immediately prior to the time of such termination (but without any bonus, commission or other similar amounts except as may have been earned and are due and payable prior to such termination) for six (6) months after the last full day Employee works under this Employment Agreement at its normal payroll payment dates; (ii) shall reimburse Employee for the premiums (if any) he pays for continuation of life insurance should he elect to exercise the conversion feature of the Corporation's group life policy then in effect for six (6) months after the last full day Employee works under this Agreement; and (iii) continue to pay for such medical/dental/vision insurance as Employee may then receive for six (6) months after the last full day Employee works under this Agreement (such payments of Base Salary and payments or reimbursements of insurance premiums by the Corporation, the "Severance Benefits). Employee agrees that, (a) his eligibility for or entitlement to the foregoing Severance Benefits shall be subject to Employee's execution and delivery of a release, in such form as the Corporation may require, that, among other things, may be a general release of any and all claims Employee may have against Employer, (b) Employee shall have no rights or remedies in the event of his or her termination by direct deposit the Corporation without Cause and other than as a result of Disability or regular mail at death except for those set forth in this Agreement and (c) Employee’s election, provided Employee is not in breach of 's right to receive any of the covenants herein; any unreimbursed expenses due foregoing Severance Benefits shall be expressly conditioned upon Employee's full compliance with the Confidentiality Agreement, pursuant to Employee pursuant the Corporation’s policy for which he has submitted acceptable supporting documentation; its continued effectiveness, and any accrued but unused vacation time. The form of General Release currently used by Employee's full cooperation with the Corporation is attached hereto as Appendix A, in both fulfilling the terms of this Agreement and the Release shall be in substantially similar form with Confidentiality Agreement and otherwise performing such changes actions as the Corporation deems appropriate at the time of Employee’s termination. may request in transitioning Employee shall be entitled to such payment only as set forth herein, and the provisions of this Section (6) shall supersede in their entirety any severance payment provisions in any severance plan, policy, program or arrangement maintained by the Corporation. In addition to any rights or remedies from his employment with the Corporation may otherwise have, and upon any breach of any agreements herein either such agreement by Employee, Employee’s right 's rights to any continued payment of separation benefits Severance Benefits shall immediately cease, cease and Employee shall be obligated to repay to the Corporation all amounts paid by the Corporation for the separation benefits Severance Benefits except for the amount of $1,000, which Employee shall be entitled to retain.

Payment Upon Termination. (a) If Employee’s the employment of the Employee is terminated by the Corporation other than pursuant to Section 5 (5)(cc) hereof, the Corporation shall (subject to Employee’s entering into and not revoking a General Release with the Corporation in such form as it may then require; and provided that Employee (i) remains in full compliance with the Corporation’s Confidential Information Agreement; and (ii) performs such actions as the Corporation may reasonably request in transitioning Employee from his employment with the Corporation) shall continue to pay Employee the Base Salary (as defined in Section (4)) in effect immediately prior to the time of such termination (but without any bonus, commission or other similar amounts except as may have been earned and are due and payable prior to such termination) for six (6) months after the last full day Employee works under this Employment Agreement at its normal payroll payment dates; (ii) shall reimburse Employee for the premiums (if any) he pays for continuation of life insurance should he elect to exercise the conversion feature of the Corporation's group life policy then in effect for six (6) months after the last full day Employee works under this Agreement; and (iii) continue to pay for such medical/dental/vision insurance as Employee may then receive for six (6) months after the last full day Employee works under this Agreement (such payments of Base Salary and payments or reimbursements of insurance premiums by the Corporation, the "Severance Benefits).Employee agrees that, (a) his eligibility for or entitlement to the foregoing Severance Benefits shall be subject to Employee's execution and delivery of a release, in such form as the Corporation may require, that, among other things, may be a general release of any and all claims Employee may have against Employer, (b) Employee shall have no rights or remedies in the event of his or her termination by direct deposit the Corporation without Cause and other than as a result of Disability or regular mail at death except for those set forth in this Agreement and (c) Employee’s election, provided Employee is not in breach of 's right to receive any of the covenants herein; any unreimbursed expenses due foregoing Severance Benefits shall be expressly conditioned upon Employee's full compliance with the Confidentiality Agreement, pursuant to Employee pursuant the Corporation’s policy for which he has submitted acceptable supporting documentation; its continued effectiveness, and any accrued but unused vacation time. The form of General Release currently used by Employee's full cooperation with the Corporation is attached hereto as Appendix A, in both fulfilling the terms of this Agreement and the Release shall be in substantially similar form with Confidentiality Agreement and otherwise performing such changes actions as the Corporation deems appropriate at the time of Employee’s termination. may request in transitioning Employee shall be entitled to such payment only as set forth herein, and the provisions of this Section (6) shall supersede in their entirety any severance payment provisions in any severance plan, policy, program or arrangement maintained by the Corporation. In addition to any rights or remedies from his employment with the Corporation may otherwise have, and upon any breach of any agreements herein either such agreement by Employee, Employee’s right 's rights to any continued payment of separation benefits Severance Benefits shall immediately cease, cease and Employee shall be obligated to repay to the Corporation all amounts paid by the Corporation for the separation benefits Severance Benefits except for the amount of $1,000, which Employee shall be entitled to retain...

Payment Upon Termination. (a) If Employee’s employment In the event this Agreement is terminated for any reason (including termination for Good Reason by the Corporation other than pursuant to Section (5)(c) the Corporation shall (subject to Employee’s entering into and not revoking a General Release with the Corporation in such form as it may then require; and provided that Employee (i) remains in full compliance with the Corporation’s Confidential Information Agreement; and (ii) performs such actions as the Corporation may reasonably request in transitioning Employee from his employment with the Corporation) continue to pay Employee the Base Salary (as defined in Section (4EMPLOYEE)) in effect immediately prior to the time of such termination (but without any bonus, commission or other similar amounts except as may have been earned and are due and payable prior to such termination) for six (6) months after the last full day Employee works under this Employment Agreement at its normal payroll payment dates, by direct deposit or regular mail at Employee’s election, provided Employee is not in breach of any of the covenants herein; any unreimbursed expenses due to Employee pursuant the Corporation’s policy for which he has submitted acceptable supporting documentation; and any accrued but unused vacation time. The form of General Release currently used by the Corporation is attached hereto as Appendix A, and the Release shall be in substantially similar form with such changes as the Corporation deems appropriate at the time of Employee’s termination. Employee EMPLOYEE shall be entitled to receive all accrued but unpaid base salary and any manner of bonus compensation earned by EMPLOYEE as of the date of termination (all such payment only as bonus amounts shall be earned on a pro-rata basis for the portion of the year that EMPLOYEE is employed prior to termination). In addition, if FMC terminates this Agreement for any reason, other than a reason set forth hereinin Section 5(a) or 5(b), or if EMPLOYEE terminates this Agreement pursuant to Section 5(c) (i)-(iv), EMPLOYEE shall also receive (i) salary and benefits continuation for a period of two (2) years following termination of employment; (ii) vesting of any unvested Existing Options and any Future Options as of the date of termination (together with any previously vested options, the "Vested Options"), and the provisions of this Section (6iii) shall supersede in their entirety any severance payment provisions in any severance plan, policy, program or arrangement maintained by the Corporation. In addition to any rights or remedies the Corporation may otherwise have, upon any breach payout of any agreements herein by Employeeaccrued vacation/PTO time. EMPLOYEE shall have three (3) years from any such termination to exercise the Vested Options. Should he fail to exercise these options, Employee’s right they will be forfeited at the end of that three (3) year period. Additionally, Ben Xxxxx, xx his successor, will use his best efforts to any continued payment recommend that EMPLOYEE be granted up to ten (10) years from the date of separation benefits shall immediately ceasegrant to exercise the Vested Options. If EMPLOYEE terminates this Agreement pursuant to Section 5(c)(v), and Employee shall be obligated to repay to the Corporation all amounts paid by the Corporation for the separation benefits except for the amount of $1,000, which Employee EMPLOYEE shall be entitled to retainall of the compensation, benefits and rights referenced in this Section 5(d), except that he shall be entitled to salary and benefits continuation for a period of one (1) year on a guaranteed basis and salary and benefits continuation for up to but not to exceed one (1) additional year or until EMPLOYEE finds full-time employment provided EMPLOYEE continues to make good faith effort to do so. If EMPLOYER terminates this Agreement pursuant to Section 5(b), EMPLOYEE shall be entitled to salary and benefits continuation for a period not to exceed one and one half (1 1/2 ) years beginning on the 181st day of disability. EMPLOYEE may elect to receive salary continuation as a lump sum payment and to forego benefits.

Payment Upon Termination. (a) If Employee’s the employment of the Employee is terminated by the Corporation other than pursuant to Section 5 (5)(cc) hereof, the Corporation shall (subject to Employee’s entering into and not revoking a General Release with the Corporation in such form as it may then require; and provided that Employee (i) remains in full compliance with the Corporation’s Confidential Information Agreement; and (ii) performs such actions as the Corporation may reasonably request in transitioning Employee from his employment with the Corporation) shall continue to pay Employee the Base Salary (as defined in Section (4)) in effect immediately prior to the time of such termination (but without any bonus, commission or other similar amounts except as may have been earned and are due and payable prior to such termination) for six (6) months after the last full day Employee works under this Employment Agreement at its normal payroll payment dates, by direct deposit or regular mail at Employee’s election, provided ; (ii) shall reimburse Employee for the premiums (if any) he pays for continuation of life insurance should he elect to exercise the conversion feature of the Corporation's group life policy then in effect for six (6) months after the last full day Employee works under this Agreement; and (iii) continue to pay for such dental/vision insurance as Employee may then receive for six (6) months after the last full day Employee works under this Agreement and (iv) to the extent the Employee is not eligible pursuant to Section 6(e) hereof, shall provide Retiree Medical Benefits (such payments of Base Salary and payments or reimbursements of insurance premiums and Retiree Medical Benefits by the Corporation, the "Severance Benefits). Employee agrees that, (a) his eligibility for or entitlement to the foregoing Severance Benefits shall be subject to Employee's execution and delivery of a release, in breach such form as the Corporation may require, that, among other things, may be a general release of any and all claims Employee may have against Employer, (b) Employee shall have no rights or remedies in the event of his or her termination by the Corporation without Cause and other than as a result of Disability or death except for those set forth in this Agreement and (c) Employee's right to receive any of the covenants herein; any unreimbursed expenses due foregoing Severance Benefits shall be expressly conditioned upon Employee's full compliance with the Confidentiality Agreement, pursuant to Employee pursuant the Corporation’s policy for which he has submitted acceptable supporting documentation; its continued effectiveness, and any accrued but unused vacation time. The form of General Release currently used by Employee's full cooperation with the Corporation is attached hereto as Appendix A, in both fulfilling the terms of this Agreement and the Release shall be in substantially similar form with Confidentiality Agreement and otherwise performing such changes actions as the Corporation deems appropriate at the time of Employee’s termination. may request in transitioning Employee shall be entitled to such payment only as set forth herein, and the provisions of this Section (6) shall supersede in their entirety any severance payment provisions in any severance plan, policy, program or arrangement maintained by the Corporation. In addition to any rights or remedies from his employment with the Corporation may otherwise have, and upon any breach of any agreements herein either such agreement by Employee, Employee’s right 's rights to any continued payment of separation benefits Severance Benefits shall immediately cease, cease and Employee shall be obligated to repay to the Corporation all amounts paid by the Corporation for the separation benefits Severance Benefits except for the amount of $1,000, which Employee shall be entitled to retain.

Payment Upon Termination. (a) If Employee’s within 18 months of the date of this Employment Agreement, the employment of the Employee is terminated by the Corporation other than pursuant to Section 5 (5)(c) c), the Corporation shall (subject to Employee’s entering into and not revoking a General Release with the Corporation in such form as it may then require; and provided that Employee Corporation: (i) remains in full compliance with the Corporation’s Confidential Information Agreement; and (ii) performs such actions as the Corporation may reasonably request in transitioning Employee from his employment with the Corporation) shall continue to pay Employee the Base Salary (as defined in Section (4)) in effect immediately prior to the time of such termination (but without any bonus, commission or other similar amounts except as may have been earned and are due prior to such termination) for twelve (12) months after the last full day Employee works under this Agreement at its normal payroll payment dates and payable in accordance with all applicable federal and state laws and (ii) reimburse the Employee for the premiums (if any) for the continuation under the federal COBRA program of such medical/dental insurance as Employee may then receive (such payments of Base Salary and reimbursements of insurance premiums by the Corporation, the “Severance Benefits”) (subject to the proviso in the next sentence). If the employment of the Employee is terminated by the Corporation other than pursuant to Section 5 (c) more than 18 months from the date of this Employment Agreement, the Corporation: (i) shall continue to pay Employee the Base Salary in effect immediately prior to the time of such termination (but without any bonus, commission or other similar amounts except as may have been earned and due prior to such termination) for six (6) months after the last full day Employee works under this Employment Agreement at its normal payroll payment dates; (ii) shall reimburse Employee for the premiums (if any) he pays for continuation of life insurance should he elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect; and (iii) reimburse the Employee for the premiums ( if any ) for the continuation under the federal COBRA program of such medical/dental insurance as Employee may then receive (such payments of Base Salary and reimbursements of insurance premiums by the Corporation, by direct deposit or regular mail at the “Severance Benefits”); provided that the premiums reimbursable pursuant to the foregoing clauses (ii) and (iii) will no longer be provided upon Employee’s electioneligibility for insurance covering substantially the same insured matters under any other plans or policies from a third party (e.g., provided spouse’s employer, Employee’s subsequent employer, or any other party with a relationship with Employee). Payments made under this section will be inclusive of any payments required under Section (1.b) of this Employment Agreement. Employee is not agrees that, (a) his eligibility for or entitlement to the foregoing Severance Benefits shall be subject to Employee’s execution and delivery of a release, in breach such form as the Corporation may require, that, among other things, may be a general release of any and all claims Employee may have against Employer, (b) Employee shall have no rights or remedies in the event of his or her termination by the Corporation without Cause and other than as a result of Disability or death except for those set forth in this Agreement and (c) Employee’s right to receive any of the covenants herein; any unreimbursed expenses due foregoing Severance Benefits shall be expressly conditioned upon Employee’s full compliance with the Confidential Information Agreement, pursuant to Employee pursuant the Corporationits continued effectiveness, and Employee’s policy for which he has submitted acceptable supporting documentation; and any accrued but unused vacation time. The form of General Release currently used by full cooperation with the Corporation is attached hereto as Appendix A, in both fulfilling the terms of this Agreement and the Release shall be in substantially similar form with Confidential Information Agreement and otherwise performing such changes actions as the Corporation deems appropriate at the time of Employee’s termination. may request in transitioning Employee shall be entitled to such payment only as set forth herein, and the provisions of this Section (6) shall supersede in their entirety any severance payment provisions in any severance plan, policy, program or arrangement maintained by the Corporation. In addition to any rights or remedies from his employment with the Corporation may otherwise have, and upon any breach of any agreements herein either such agreement by Employee, Employee’s right rights to any continued payment of separation benefits Severance Benefits shall immediately cease, cease and Employee shall be obligated to repay to the Corporation all amounts paid by the Corporation for the separation benefits Severance Benefits except for the amount of $1,000, which Employee shall be entitled to retain.

Payment Upon Termination. (a) If Employee’s the employment of the Employee is terminated by the Corporation other than pursuant to Section 5 (5)(cc) hereof, the Corporation shall (subject to Employee’s entering into and not revoking a General Release with the Corporation in such form as it may then require; and provided that Employee (i) remains in full compliance with the Corporation’s Confidential Information Agreement; and (ii) performs such actions as the Corporation may reasonably request in transitioning Employee from his employment with the Corporation) shall continue to pay Employee the Base Salary (as defined in Section (4)) in effect immediately prior to the time of such termination for twelve (but without any bonus, commission or other similar amounts except as may have been earned and are due and payable prior to such termination) for six (612) months after the last full day Employee works under this Employment Agreement at its normal payroll payment dates; (ii) shall reimburse Employee for the premiums (if any) he pays for continuation of life insurance should he elect to exercise the conversion feature of the Corporation's group life policy then in effect for twelve (12) months after the last full day Employee works under this Agreement; and (iii) continue to pay for such medical/dental/vision insurance as Employee may then receive for twelve (12) months after the last full day Employee works under this Agreement (such payments of Base Salary and payments or reimbursements of insurance premiums by the Corporation, the "Severance Benefits).Employee agrees that, (a) his eligibility for or entitlement to the foregoing Severance Benefits shall be subject to Employee's execution and delivery of a release, in such form as the Corporation may require, that, among other things, may be a general release of any and all claims Employee may have against Employer, (b) Employee shall have no rights or remedies in the event of his or her termination by direct deposit the Corporation without Cause and other than as a result of Disability or regular mail at death except for those set forth in this Agreement and (c) Employee’s election, provided Employee is not in breach of 's right to receive any of the covenants herein; any unreimbursed expenses due foregoing Severance Benefits shall be expressly conditioned upon Employee's full compliance with the Confidentiality Agreement, pursuant to Employee pursuant the Corporation’s policy for which he has submitted acceptable supporting documentation; its continued effectiveness, and any accrued but unused vacation time. The form of General Release currently used by Employee's full cooperation with the Corporation is attached hereto as Appendix A, in both fulfilling the terms of this Agreement and the Release shall be in substantially similar form with Confidentiality Agreement and otherwise performing such changes actions as the Corporation deems appropriate at the time of Employee’s termination. may request in transitioning Employee shall be entitled to such payment only as set forth herein, and the provisions of this Section (6) shall supersede in their entirety any severance payment provisions in any severance plan, policy, program or arrangement maintained by the Corporation. In addition to any rights or remedies from his employment with the Corporation may otherwise have, and upon any breach of any agreements herein either such agreement by Employee, Employee’s right 's rights to any continued payment of separation benefits Severance Benefits shall immediately cease, cease and Employee shall be obligated to repay to the Corporation all amounts paid by the Corporation for the separation benefits Severance Benefits except for the amount of $1,000, which Employee shall be entitled to retain.