Benefit Plans. During the term of this Agreement, Executive shall be entitled to participate, at a level commensurate with his position, in all benefit plans Employer presently has or hereafter adopts for its officers or employees, including (without limitation) directors’ and officers’ liability insurance, pension, profit sharing, stock option or any group life or health insurance, hospitalization or other similar plans, any eligibility or waiting periods to be waived to the extent feasible.

Benefit Payments. The benefit under this Article 6 shall be paid to the deceased Participant's Beneficiary, or, if no such Beneficiary, to the Participant's estate, in a single lump sum payment as of the first of the month following the date of the Participant's death, and the provisions of Article 4 regarding payment to a Specified Employee and the 5-year delay of payments following certain elections shall be disregarded for purposes of the payment of benefits pursuant to this Article 6.

ESBP Benefit. “ESBP Benefit” means the actuarial lump sum present value of a Participant’s survivor benefit under the ESBP determined as of a particular determination date under [Section 3.4] but without regard to whether the Participant had experienced either an “early retirement” or “normal retirement” under the Target Pension Plan as provided under the ESBP. The present value of such survivor benefit will be determined by the Company in its sole and absolute discretion based on such interest rates, mortality factors and other assumptions deemed appropriate by the Company.

SPP Benefit. “SPP Benefit” means the amount determined under Appendix A.

Small Benefit. Subject to Section 6.3, in the event that the vested Account balance of a Participant who has died or experienced a Termination of Employment under the Plan is less than the applicable dollar amount under Code section 402(g)(1)(B) for that Plan Year as of the date on which the Plan Administrator makes such determinations, the Plan Administrator (on behalf of the Company) reserves the right to have the Participant’s entire Account paid in the form of a single lump sum payment, provided the Plan Administrator’s exercise of discretion (on behalf of the Company) complies with the requirements of Treas. Reg. [Sec. 1.409A-3(j)(4)(v)])].

Severance Benefit. The Company will pay to the Executive up to $838,461.00, less applicable taxes and withholdings (the "Severance Benefit"), subject to the vesting schedule set forth in Section 2(a)(i)-(iv) hereof. The portion of the Severance Benefit that vests pursuant to Section 2(a)(i)-(iv) hereof will be paid in equal monthly installments in the amount of $55,897.40 (i.e. 1/15 of $838,461.00) over the Benefit Period determined under Section 2(a)(i)-(iv) hereof; provided that any monthly installments that would otherwise be paid to Executive between the Separation Date and the six-month anniversary of the Separation Date will be paid in a lump sum on the first payroll date of the seventh (7th) month following the Separation Date and the remaining installments, if any, will be paid monthly thereafter in accordance with the Company's regular payroll practices for the remainder of the Benefit Period, if any; and provided, further, that the Severance Benefit will be subject to the timing requirements set forth in Attachment B. The Severance Benefit will vest ratably over a period of four (4) months. The Severance Benefit paid to the Executive will be calculated based on the amount vested as of the Executive's last day of employment as follows:

Benefit Plans. Employee will be eligible to participate in the Company’s retirement plans that are qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and in the Company’s employee welfare benefit plans that are generally applicable to all executive employees of the Company (the “Plans”), in accordance with the terms and conditions thereof. A summary of the Company’s Plans applicable to senior executives as currently in effect has been provided to Employee. In any event, the terms and conditions of the Plans, as expressed in the Plan documents, will control including, but not limited to the Company’s ability to amend, modify or terminate any of those programs as it determines appropriate in accordance with the Plans’ terms.

During the Term of this Agreement, Company shall pay for a health benefit plan for the Employee.

The amount of such contributions for each plan year shall be an amount determined by the employer, in its sole discretion, after the plan administrator has determined the amount needed to satisfy the actual deferral percentage test or the actual contribution percentage test, or both.

Expected Warehousing Advance date.