Severance Pay and Benefits. In return for the execution of this Agreement, it becoming effective (see paragraph 17), and Pennypacker honoring all of its terms (and continuing to honor all of its terms), the Company will provide Pennypacker with the following pay and benefits.

If the Loan Parties fail to obtain insurance as hereinabove provided, or to keep the same in force, [[Organization B:Organization]], if [[Organization B:Organization]] so elects, may obtain such insurance and pay the premium therefor on behalf of the Loan Parties, and charge [[Organization A:Organization]]' Account therefor as a Revolving A Advance of a Domestic Rate Loan and such expenses so paid shall be part of the Obligations.

Integration of Severance Pay. If Employee receives severance pay from Campbell Companies at the time of the termination of Employee’s employment or at any time during the Non-Compete Period, whether under the terms of a severance pay policy or otherwise, the Non-Compete Payments, if any, otherwise payable to Employee under paragraph 4 of this RCA will be integrated with and offset by the severance pay. For the time during which Employee receives any amount of severance pay from Campbell Companies, the Non-Compete Payments, if any, otherwise payable under paragraph 4 of this RCA will be reduced, on a dollar-for-dollar basis (to an amount not less than zero), by the amount of severance pay paid to Employee during that time.

An Eligible Employee may elect to defer a portion of his Actual Pay earned during a Plan Year by submitting an irrevocable Deferral Form with HP before the beginning of such Plan Year.

Severance Pay Plan Payments. In the event of a Qualified Termination of Employment, the Executive shall not be entitled to receive any severance benefits that would otherwise be available to the Executive under the Kimberly-Clark Corporation Severance Pay Plan (or any successor or additional plan), or any other severance program sponsored by the Corporation and/or any of its Subsidiaries and the aggregate Separation Payment shall be reduced by the amount of any other severance payments otherwise payable to the Executive, whether under local law, any severance plan or offer letter or other individual agreement.

Conditions to Severance Pay. To be eligible for Severance Pay, Executive must meet the following conditions: # Executive must comply with Executive’s obligations under this Agreement that continue after termination of employment; and # Executive must resign upon written request by the Corporation from all positions with or representing the Corporation, including but not limited, to membership on boards of directors; and # Executive must enter into, and not revoke, an agreement in form reasonably acceptable to the Corporation that releases the Corporation and any officer, director, agent, employee, shareholder, or other representative of the Corporation from any and all claims of Executive except for claims

Reductions to Severance Pay. Executive will receive the Severance Pay notwithstanding any other earnings that Executive may have and without offset of any kind except that the Corporation has the right to deduct from the Severance Pay any income, payroll or other taxes required to be deducted from such payments.

Pay-off upon Conversion. If the Outstanding Balance is converted in full pursuant to [Section 4(a) or 4(b)])] above, then such principal and interest shall be deemed to have been paid in full by the Company on the date of such conversion.

Inability to Pay Debts; Attachment. Any Loan Party or any Consolidated Entity admits in writing its inability or otherwise fails generally to pay its debts as they become due; provided that this [Section 8.01(g)] shall not apply to Cousins/Meyers II, LLC; or

Inability to Pay Debts; Attachment. The Company or any Significant Subsidiary admits in writing its inability, or fails generally to pay its debts as they become due; or