Benefits Payments. Upon completion of appropriate forms and subject to applicable terms and conditions under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall continue to pay its share of the costs for Employee’s coverage under the Company’s group health insurance plan, until the earlier to occur of twelve (12) months following Executive’s termination date or the date Executive begins employment with another employer; provided that such Company-paid premiums may be recorded as additional income pursuant to Section 6041 of the Code and not entitled to any tax qualified treatment to the extent necessary to comply with or avoid the discriminatory treatment prohibited by the Patient Protection and Affordable Care Act of 2010 and the Health Care and Education Reconciliation Act of 2010 or Section 105(h) of the Code. Executive shall bear full responsibility for applying for COBRA continuation coverage and Company shall have no obligation to provide Executive such coverage if Executive fails to elect COBRA benefits in a timely fashion.

Payments and Benefits. If, during the Term, the Employee either # experiences an involuntary Termination of Employment by the Company without Cause during the Post-Change in Control Period, or # voluntarily resigns effecting a Termination of Employment for Good Reason during the Post-Change in Control Period, or # voluntarily resigns effecting a Termination of Employment without Good Reason during the Post-Change in Control Window Period (each, a “Qualifying Termination of Employment”), then the Employee will be entitled to:

Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a) or (b), you shall thereafter receive the compensation and benefits described below and the following shall apply:

Termination, Disability or Retirement: On a Participant's entitlement to payment of benefits under either [Section 6.1, 6.2, or 6.4]4]4], he shall file with the Committee his written election on such form or forms, and subject to such conditions as the Committee shall provide. His election shall specify whether he wishes payments of his benefits to be made as of such entitlement or to be deferred to the extent provided below. If payments become due for any reason other than Retirement, death or Disability, and if the amounts due from the Participant's Accounts are in excess of ​ (​ before ​), payment of such amounts shall be deferred to the extent provided below unless the Participant, and his spouse, if applicable, consent to earlier payment. Effective ​, a contribution to a Rollover Account (and earnings allocable thereto) within the meaning of [[sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16)])])])])]])])])])] of the Code shall not be counted in determining whether the amounts due from the Participant's Accounts exceeds the ​ threshold, but shall be counted in determining the ​ threshold.

Payments and Benefits. Pursuant to the terms of the Employment Agreement, Executive shall receive the following payments and benefits, in each case where appropriate less amounts as may be required to be deducted for the payment of federal and state taxes and other appropriate withholdings and deductions:

Other Payments and Benefits. In the event the employment of the Employee terminates after the occurrence of a Change of Control, Employee shall continue to be entitled to receive the payments and benefits provided subsequent to the applicable event of Termination pursuant to [Section 7].

Severance Payments and Benefits. Provided that you execute the Waiver and Release Agreement attached as [Schedule A] hereto no later than ​, and you do not revoke the Waiver and Release in accordance with its terms, you will be entitled to receive the following severance payments and benefits, which you acknowledge are amounts that you would not otherwise be entitled to receive:

Other Payments and Benefits. On any termination of employment, including, without limitation, termination due to the Employee’s death or Disability or for Cause, the Employee shall receive any accrued but unpaid salary, reimbursement of any business or other expenses incurred prior to Termination Date but for which the Employee had not received reimbursement, and any other rights, compensation and/or benefits as may be due the Employee in accordance with the terms and provisions of any agreements, plans or programs of the Company or the Partnership (but in no event shall the Employee be entitled to duplicative rights, compensation and/or benefits).

Severance Payments and Benefits. Provided you sign and do not revoke this Agreement, within 8 days after you return the signed Agreement to the Company (after ​), you will be paid one year of additional pay, ​ in a lump sum (gross) but less applicable taxes and authorized withholdings (“Severance Payment”). Furthermore, if you timely elect to receive continuation of your healthcare benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will pay for your COBRA premiums through ​.

Benefits. During the Term of this Agreement, the Employee will receive such employee benefits, including health care insurance, vacation days and participation in the Company’s [[Unknown Identifier]] Plan (without Company matching contributions), as are generally available from time to time to senior employees of the Company; provided that if the Employee chooses not to participate in the Company’s health care insurance, the Company will reimburse the Employee for up to $23,000 in health care insurance expenses per year.

Change of Control Payments and Benefits. In addition to the payments and benefits described in [Section 7(a)], upon a Change Of Control Termination:

No Other Payments or Benefits Owing. The payments and benefits set forth in this Section 4 shall be the sole amounts owing to Executive upon termination of Executive’s employment for the reasons set forth above and Executive shall not be eligible for any other payments or other forms of compensation or benefits. The payments and benefits set forth in Section 4 shall be the sole remedy, if any, available to Executive in the event that Executive brings any claim against Company relating to the termination of Executive’s employment under this Agreement.

Possible Reduction in Payments and Benefits. Following any Change in Control, to the extent that any amount of pay or benefits provided to the Executive under this Agreement would cause the Executive to be subject to excise tax under [[sections 280G and 4999]9]]9], or successor provisions, of the Internal Revenue Code of 1986, as amended (the “Code”), and after taking into consideration all other amounts payable to the Executive under other NWL plans, programs, policies, and arrangements, then the amount of pay and benefits provided under this Agreement shall be reduced (first by any pay, and then, to the extent necessary, by any benefits), to the extent necessary to avoid imposition of any such excise taxes. However, if it shall be determined that the Executive would not receive a net after-tax benefit (taking into account income, employment, and any excise taxes) resulting from application of the reduction, then no reduction shall be made with respect to pay or benefits due the Executive. All determinations of the amount of the reduction shall be made by tax counsel selected by NWL’s independent auditors, and the cost of making such determination shall be borne entirely by NWL.

Payments or Benefits Required by Law. Executive will receive such other compensation or benefits from the Company as may be required by law.

Payments. All amounts due under this Section shall be payable promptly after demand therefor.

Payments. The Assignee shall pay the Assignor, on the Effective Date, the Dollar Amount agreed to by the Assignor and the Assignee. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of D-5 principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

Payments. ​ or the relevant Subsidiary Borrower shall fail to pay any principal of any Loan (other than any scheduled payments of principal in respect of Term Loans prior to the applicable Maturity Date) or any reimbursement obligation in respect of any LC Disbursement when any such amount becomes due in accordance with the terms thereof or hereof; or ​ or the relevant Subsidiary Borrower shall fail to pay # any scheduled payments of principal in respect of Term Loans prior to the applicable Maturity Date, # any interest on any Loan or # any fee or other amount payable hereunder, in each case (for the purposes of the preceding [clauses (i), (ii) and (iii)])])]) within five Business Days after any such scheduled payment of principal, interest, fee or amount becomes due in accordance with the terms thereof or hereof; or

Payments. The purchase price for the Shares will be paid on or before ​:

Payments. All amounts due under this Section shall be payable not later than 30 days after submission of an invoice therefor.