Health Continuation. Eighteen # months of continued health benefit plan coverage following the Termination Date at active employee levels and active employee cost for Executive and Executive’s eligible dependents; such health benefits shall be provided and paid for by the Executive per regular payroll period of Adtalem commencing with the first payroll period following the Executive’s termination of employment and continuing until the earlier of # the eighteen (18) month anniversary of Executive’s Termination Date, or # the date Executive is eligible for equivalent coverage and benefits under the plans and programs of a subsequent employer. Medical expenses (as defined in Code Section 213(d)) paid pursuant to this paragraph are intended to be exempt from Code Section 409A to the extent permitted under Treasury Regulation §§1.409A-1(b)(9)(v)(B) and -3(i)(1)(iv)(B). However, to the extent any health benefits provided pursuant to this paragraph do not qualify for exemption under Code Section 409A, Adtalem shall provide Executive with a lump sum payment in an amount equal to the number of months of coverage to which Executive is entitled times the then applicable premium for the relevant health plan in which Executive participated. Such lump sum amount will be paid during the second month following the month in which such coverage expires; and

Salary Continuation. Subject to [Section 2.2] above, the term “employment” as used herein means active employment by the Company and salary continuation without active employment (other than a leave of absence approved by the Company that is covered by [Section 2.2]) will not, in and of itself, constitute “employment” for purposes hereof (in the case of salary continuation without active employment, the Grantee’s cessation of active employee status shall, subject to [Section 2.2], be deemed to be a termination of “employment” for purposes hereof). Furthermore, salary continuation will not, in and of itself, constitute a leave of absence approved by the Company for purposes of the award.

fails to execute the aforementioned separation agreement and general release, or Employee at any time breaches any of the terms of this Agreement, the provisions of this Agreement shall remain in effect for the full terms specified herein, including any applicable tolling period provided under [Section 3(d)], except that the Company shall not be obligated to, or shall no longer be obligated to, provide to Employee the Salary Continuation Payments. Payments by the Company to the Employee, if any, shall be subject to the same withholding as applied during the Employee’s employment.

Continuation of Indemnification. All agreements and obligations of the Company contained herein shall continue during the period that the Indemnitee is ​ of the Company (or is or was serving at the request of the Company as an agent of another enterprise, foreign or domestic) and shall continue thereafter so long as the Indemnitee shall be subject to any Proceeding by reason of the fact that the Indemnitee is or was ​ of the Company or is or was serving in any other capacity referred to in this [Section 9]. This Agreement shall continue in effect regardless of whether the Indemnitee continues to serve as ​ of the Company or as an agent of another enterprise at the Company’s request.

CONTINUATION OF INDEMNITY. All agreements and obligations of Corporation contained herein shall continue during the period Director is a director, officer, employee or agent of Corporation (or is or was serving at the request of Corporation as a director, officer, employee, trustee, or agent or another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Director shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, investigative or otherwise, by reason of the fact that Director was an executive officer of Corporation or serving in any other capacity referred to herein.

Subject to the provisions of ​ and the provisions of [Section 2.14], Borrower shall have the option to # convert all or any portion of the outstanding Base Rate Loans equal to ​, and integral multiples of ​ in excess of such amount, to a SOFR Loan, and # convert all or any portion of the outstanding SOFR Loans equal to ​ and integral multiples of ​ in excess of such amount, to a Base Rate Loan.

Continuation of Agreement. Except as specifically stated herein, this Amendment does not change the terms and conditions of the Agreement which remain in full force and effect.

would have been paid to the Participant before the date the first installment is actually paid if the first installment had been paid on the Commencement Date, without interest. Each subsequent payment shall be made in accordance with Interpublic’s standard semi-monthly payroll schedule.

Benefits. During the Term, Employee shall have the ability to participate in the benefits, adopted by the Company for its employees similarly situated to Employee, such as health (the “Benefits”). The Employee shall be entitled to take vacation days, and sick/personal days in each calendar year as determined by Company policy.

Benefits. If a Change in Control (as defined below) shall occur and concurrently therewith or during a period of twenty-four (24) months thereafter Executive’s employment hereunder is terminated by Penns Woods without Cause (other than for the reasons set forth in [Section 3(d)]) or by Executive with Good Reason (as defined below), Executive shall be entitled to receive a lump-sum cash payment, no later than thirty (30) days following the date of such termination, in an amount equal to two (2.0) times the sum of # Executive’s annual base salary then in effect (or immediately prior to any reduction resulting in a termination for Good Reason) and # the average of the last three (3) annual bonuses paid to Executive.