Compensation and Benefits During Employment. ​ will provide the following compensation and benefits to Executive:

Compensation and Benefits During Employment. ​ will provide the following compensation and benefits to Executive:

Continuation of Compensation and Benefits. For a one (1)-year period following the Closing, Buyer shall provide, or shall cause to be provided, compensation (including salary, cash bonus, commissions and other incentives) and benefits to each Continuing Employee that are substantially comparable, in the aggregate, to the compensation and benefits provided to similarly situated employees of Buyer during such period; provided that the annual base pay provided to each Continuing Employee during such one (1)-year period shall be no less than the annual base pay provided by Seller to such Continuing Employee immediately prior to the Closing. Neither Buyer nor any of its Affiliates shall have any responsibility for any bonuses or incentive payments payable under the Seller Benefit Plans or payable with respect to any period prior to the Closing.

COMPENSATION, BENEFITS AND EXPENSE REIMBURSEMENTS. As compensation for the Employee’s services performed as an officer and employee of the Corporation, the Corporation shall pay or provide to the Employee the following compensation, benefits and expense reimbursements during the Employment Period:

Accrued and Unpaid Salary and Benefits; Severance. Upon termination of Executive’s employment with the Company for any reason, the Company shall pay to Executive (or in the event of Executive’s death, Executive’s Beneficiary), in accordance with the Company’s payroll Policies and practices as then in effect, all accrued and unpaid installments of the Annual Base Salary up to the Date of Termination and any benefits due to Executive up to and as of the Date of Termination under the Company’s then existing employee benefit plans, policies or programs in which Executive participates (collectively, the “Accrued Obligations”). In addition to the Accrued Obligations, in the event that Executive’s employment is terminated without Cause by the Company, if Executive signs a severance agreement and general release of claims in a form customary and satisfactory to Company which the Company shall offer to the Executive, Company will compensate the Executive with a severance package consisting of # the greater of # Executive’s current Annual Base Salary for six (6) months or # the amount that would be provided by the severance guidelines that are prevailing at the time of termination base on the Executive’s location; # a pro-rata portion of the current year’s Bonus; and # accelerated vesting of any RSUs (“Severance Package”).

Other than benefits accrued under the Company’s benefit plans through the Termination Date, Employee shall not receive any other compensation from the Company nor shall he participate in or receive benefits under any of the Company’s employee fringe benefit programs or receive any other fringe benefits from the Company (including without limitation health, disability, life insurance, retirement, pension and profit sharing benefits).

In the event that an Executive’s employment with the Company is terminated by reason of a Change of Control Termination at any time, the Executive shall be entitled to, in lieu of any other severance compensation and benefits whatsoever, the following payments and benefits (subject to the terms and conditions of this Policy), in addition to payment of any accrued and unpaid wages, and accrued and unused vacation, in accordance with applicable law:

Compensation. Compensation for purposes of determining the "Automatic Deferral Percentage" has the same meaning as

Compensation. Borrower agrees to compensate Lender, upon its written request (which request shall set forth in reasonable detail the basis for requesting such compensation), for all losses, liabilities and reasonable expenses (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by Lender to fund the Loans but excluding loss of anticipated profits) which Lender may sustain: # if for any reason (other than as a result of a default by Lender) a Borrowing of Revolving Loan or Delayed Draw-Down Term Loan does not occur on a date specified therefor in a Notice of Borrowing; # if any prepayment or repayment (including any prepayment or repayment made pursuant to [Section 4.01], [Section 4.02] or as a result of an acceleration of the Loans pursuant to [Section 10]) occurs on a date which is not the last day of a LIBOR interest period with respect thereto; or # Borrower fails to repay any Loan when required by the terms of this Agreement or any Note held by Lender. Lender’s determination of compensation owing to it under this [Section 1.08] shall, absent manifest error, be final and conclusive and binding on all the parties hereto.

Compensation. Any compensation paid to Employee pursuant to the Agreement shall not be considered “Compensation” as defined in ​ Employee Savings Plan or “Earnings” as defined in ​ Pension Plan. Payments to Employee shall not be considered wages, salary or compensation under any other Company-sponsored employee benefit or compensation plan or program, unless the explicit terms of such plan or program provide otherwise.