Cessation of Employment. In the event Executive shall cease to be employed by the Company for any reason, then Executive’s compensation and benefits shall cease on the date of such event, except as otherwise specifically provided herein or in any applicable employee benefit plan or program or as required by law.

In the event that the service of the Optionee shall terminate (otherwise than by reason of the Optionee’s death or disability, or for cause), the Option may be exercised (if and to the extent that the Optionee was entitled to do so at the date of termination of the Optionee’s service) at any time within ninety days after such termination, but in no event after the Termination Date. The Option shall not be exercisable by the Optionee following termination of the Optionee’s employment or service for cause. "Termination for cause" shall mean dismissal for dishonesty, conviction or confession of a crime punishable by law (except minor violations), fraud, misconduct or disclosure of confidential information. If the service of the Optionee shall be suspended pending an investigation of whether or not the Optionee shall be terminated for cause, all of the Optionee’s rights connected to the Option shall be suspended during the period of investigation.

the estimated cost of severance benefits for local employees upon cessation of operations; and

Employer constituted a single employer under the rules described in Regulation [Section 1.415(a)-1(f)(1) and (2)])])] immediately before the cessation of affiliation (and as if they constituted two, unrelated employers under the rules described in Regulation [Section 1.415(a)-1(f)(1) and (2)])])] immediately after the cessation of affiliation) and cessation of affiliation was the event that gives rise to the predecessor employer relationship, such as a transfer of benefits or plan sponsorship.

Cessation of Ongoing Discussions. ​ shall, and shall direct its Representatives to, cease immediately all discussions and negotiations that commenced prior to the date of this Agreement regarding any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal. ​ shall use its reasonable best efforts to cause any third party (or its agents or advisors) in possession of non-public information in connection with any such Acquisition Proposal in respect of ​ that was furnished by or on behalf of ​ to return or destroy (and confirm destruction of) all such information.

The cost of providing the Benefits payable under this Plan shall be allocated to the Participating Employer which was the employer of the Participant on the date of the Participant’s retirement or other cessation of employment, or, if the Participant is a Split Participant who was not employed by a Participating Employer on the date of the Participant’s retirement or other cessation of employment, to the Company.

Upon the termination of the Executive’s employment for Cause by the Company or by voluntary resignation without Good Reason by the Executive pursuant to Section 4.4, the Executive will not be entitled to any termination or severance payment or benefits, other than the compensation earned by the Executive for the period before the date of cessation of his employment calculated up to and including the date of cessation of his employment.

Benefits. Each of the Company and its Subsidiaries will benefit from the financing arrangement established by this Agreement. The Administrative Agent and the Lenders have stated and acknowledge that, but for the agreement by each of the Subsidiary Guarantors to execute and deliver the Subsidiary Guaranty, the Subsidiary Borrower to assume joint and several liability for the Obligations to the extent provided in Section 1.4 or any other Subsidiary to execute and deliver any Loan Document to which it is a party, the Administrative Agent and the Lenders would not have made available the credit facilities established hereby on the terms set forth herein.

Benefits. The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities # provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and # as additionally provided herein with respect to the L/C Issuer.

Benefits. During the Employment Period, Executive # shall be eligible to participate in all of the Company’s standard employee benefit programs for which executive employees of the Company are generally eligible, including life and health insurance benefits, dental, group accident, (collectively, the “Benefits”) as well as 401(k) and Flex 125, after meeting all requirements for participation (including any requirements regarding length of employment); and # shall be eligible for four weeks paid vacation annually (“Vacation”) (which vacation benefits shall accrue and shall otherwise be in accordance with the Company’s policy for employee vacation time).