Accrued Obligations and Vested Benefits. Executive is entitled to receive the following accrued obligations: # in satisfaction of the provisions of [Section 4.01] of the Severance Plan, all Base Salary earned or accrued but not yet paid through the Termination Date, and payment for any earned but unused vacation days accrued through the Termination Date, which payments shall be made to Executive no later than the next regularly scheduled payroll date after the Termination Date; and # reimbursement for any and all business expenses incurred prior to the Termination Date, subject to the terms of the Company's reimbursement policy. In addition, the Companies acknowledge and agree that, without regard to this Agreement, Executive is vested in respect of # options to purchase 35,188 shares of Holdings common stock at ​ per share, which were granted under the Employee Stock Option Agreement, dated as of ​, between Holdings and Executive (in respect of options originally granted on ​) and # his vested account balance under ​ Income Savings Plan. Further, the Companies agree that Executive shall be permitted to purchase his service vehicle in accordance with the policies of the Companies.

Accrued Benefits. The ​ has: # paid Employee for Employee’s accrued base salary and accrued paid time off through the Termination Date # reimbursed Employee for any incurred business expenses through the Termination Date, and # provided or will provide the right to purchase benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) (but not the benefit to be reimbursed for such costs) and any other compensation or benefits required by applicable law (collectively, the “Accrued Benefits”). In addition, subject to the execution of this Agreement, the ​ will pay any additional amounts as specified in the Employment Agreement.

Accrued Benefits. the Accrued Benefits payable no later than thirty (30) days following Executive’s Termination Date;

Accrued Obligations. In addition, the Employee shall be entitled to payment of all accrued vacation pay.

The Company acknowledges and agrees that the following vested benefits earned or accrued by the Executive prior to the Separation Date shall be paid to the Executive as such obligations become due in accordance with the terms of the applicable plan and agreement: # all vested benefits and account balances as of the Separation Date under the Company’s retirement, deferred compensation and health and welfare benefit plans in which the Executive participated, including # the Alcoa Retirement Savings Plan for Salaried Employees, # the ​ Deferred Compensation Plan, # the “SERP Benefit” provided for in the letter agreement between the Company and the Executive, dated as of ​ (the “2007 Agreement”), it being understood that none of the Severance Benefits shall be taken into account in calculating the SERP benefit, and # the Deferred Fee Plan for Directors ((i), [(ii), (iii) and (iv)])])], collectively, the “Retirement Plans”) and # the Executive’s stock options with respect to Company common stock that were vested prior to the Separation Date and that remain outstanding and unexercised (the “Vested Options”) (it being understood and acknowledged that all of the Executive’s equity awards that were unvested as of immediately prior to the Separation Date have been forfeited). In addition, the indemnification and directors and officers liability insurance arrangements of the Company and its affiliates, as well as the indemnification paragraph of the 2007 Agreement (collectively, the “Indemnification Rights”), shall survive the Executive’s separation from service and shall continue in full force and effect in accordance with their terms.

Accrued Compensation and Benefits. As contemplated in Paragraph 9(d)(ii)(a) of the PD Employment Agreement, Viacom shall promptly pay to Dauman, on the first regularly scheduled payroll date following the Effective Date, the following accrued compensation:

Payment of Accrued Benefits. Regardless of the reason for the termination of your employment with the Company, in connection with such termination the Company will pay you (on or within 30 days following your Termination Date) any base salary that had accrued but had not been paid (including accrued and unpaid vacation time) on or before your Termination Date, any reimbursement due to you for business expenses incurred by you on or before your Termination Date (in accordance with the Company’s business expense policies and procedures as may exist from time to time) and you will be entitled to any benefits that are due to you under the Company’s 401(k) plan in accordance with the terms of that plan. If you hold any stock options or other equity or equity-based awards granted by the Company, the terms and conditions applicable to those awards will control as to the consequences of a termination of your employment on those awards.

Definition of Accrued Obligations. For purposes of this Agreement, “Accrued Obligations” means: # the portion of Executive’s Base Salary that has accrued prior to any termination of Executive’s employment with Company and has not yet been paid; and # the amount of any expenses properly incurred by Executive on behalf of Company prior to any such termination and not yet reimbursed. Executive’s entitlement to any other compensation or benefit under any plan of Company shall be governed by and determined in accordance with the terms of such plans, except as otherwise specified in this Agreement.

Accrued Rights; Surviving Obligations. Except as provided elsewhere, termination or expiration of this Agreement for any reason shall be without prejudice to any rights that shall have accrued to the benefit of any Party prior to such termination or expiration. Such termination or expiration shall not relieve any Party from obligations which are expressly or by implication intended to survive termination or expiration of this Agreement, including, but not limited to, Articles 1, 6 (for the ​ period set forth in [Section 6.6]), 8 (other than [Section 8.5]) and 11, and [Sections 2.2] (the second sentence of the fourth paragraph only), 2.4 (other than the first sentence), 2.5 (the first and second sentences of the first paragraph, the first sentence of the second paragraph and the third paragraph only) 2.6, 2.7, 5.7, 5.8, 5.9 (for the ​ year period set forth therein), 7.4, 10.1, 10.2.2(c), 10.3 and this [Section 10.4], and shall not affect or prejudice any provision of this Agreement which is expressly or by implication provided to come into effect on, or continue in effect after, such termination or expiration.

the rights transferred by the Existing Lender will not include the right to the Accrued Amounts, so that, for the avoidance of doubt: