Accrued Paid Time Off. On or before the next regular payroll date following the Separation Date, Employee shall receive payment for five weeks of paid time off (PTO), less any PTO actually taken between January 1, 2023 and the Separation Date.

Accrued and Unpaid Compensation. If Employee’s employment is terminated for any reason, the Company shall pay Employee his full Base Salary through the effective date of the termination of Employee’s employment (“Termination Date”), plus all accrued and unpaid benefits (including all health and welfare benefits in which Employee was a participant in accordance with their terms), and the Company shall have no further obligations whatsoever to Employee under this Agreement except as expressly provided otherwise in this Agreement.

Accrued Interest and Fees. Receipt by the Administrative Agent from the Borrower of all accrued interest and fees owing on the Tranche B-1 Term Loan and Tranche B-2 Term Loan as of the Third Repricing Amendment Effective Date for the benefit of the Lenders holding the Tranche B-1 Term Loan and the Lenders holding the Tranche B-2 Term Loan immediately before giving effect to this Amendment.

Release of Accrued Liability. Effective on the completion of the Closing, in consideration of the undertakings herein, each of the Creditors hereby releases and discharges Eastside from all liability, including liability for accrued and unpaid interest, arising under the Notes or under the Other Investor TQLA Notes, as applicable.

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.

NOTE: Executed copies of each of the above agreements are available in the data room.

Accrued Salary and Vacation. On the Termination Date, ​ will pay Smathers all accrued salary, and all accrued and unused vacation earned through the Termination Date, subject to standard deductions and withholdings. Smathers is entitled to such a payment upon the cessation of his employment, regardless of whether or not he signs this Agreement.

Any Accrued Obligations, plus

A surviving entity will be deemed to have “assumed by the surviving entity or otherwise equitably converted or substituted” an Award or Option under this Plan if the surviving entity substitutes an Award or Option under this Plan or an award or stock option under a plan of the surviving entity having equivalent value to and terms and conditions no less favorable than the original Award or Option, or otherwise assumes the obligations under and/or equitably adjusts such original Award or Option. The Committee or the Board shall have sole authority to determine whether the proposed assumption of an Award or Option by a surviving entity meets the requirements listed in this Section 12(c)(1).