No Duplication of Benefits. Notwithstanding any provision of this Plan to the contrary, if a Participant ceases to accrue benefits under this Plan and becomes eligible to receive the equivalent of his/her benefit under this Plan pursuant to the Pension Benefit Make Up Plan No. 2, to the extent such benefit is paid pursuant to such other plan, no duplication of such payment shall be made pursuant to this Plan.

No Duplication. Notwithstanding anything to the contrary in this Agreement, any amounts payable pursuant to the obligations under this [Article X] shall be paid without duplication and in no event shall any Party be paid under different provisions of this Agreement for the same Losses that have already been paid or otherwise taken into account under this Agreement.

Severance Benefits. In the event Abrams’ employment by the Company is terminated by either Party prior to the Termination Date, Abrams shall be paid as severance the amount otherwise due and payable Abrams under the terms of this Agreement from the date of Early Termination up to and including the Termination Date (“Severance Benefits”), which Severance Benefits shall be paid in equal biweekly installments corresponding with the Company’s existing payroll practices, beginning on the Early Termination Date and continuing through the Termination Date. Abrams acknowledges that the Severance Benefits represent consideration to which he would not otherwise be entitled and is in lieu of any rights or claims that he may have with respect to any Severance Benefits or other remuneration from the Company. For the avoidance of doubt, Abrams acknowledges and agrees that he will receive no additional payments other than Severance Benefits set forth herein, including, but not limited to, for services rendered for accrued or unused vacation, or paid time off; provided, however, that Abrams shall be entitled to reimbursement by the Company for all bonafide business expenses incurred by Abrams up to and including the earlier to occur of the Early Termination Date or Termination Date.

Severance Benefits. Upon a Change in Control Termination, and subject to the limitations and conditions set forth in this Agreement, Executive shall be eligible to receive the benefits set forth in this [Article 3]. The receipt of any severance payments or benefits pursuant to this Agreement is subject to Executive signing and not revoking a separation agreement and general release of claims (the “Release”), in substantially the form attached hereto and incorporated herein as Exhibit A, Exhibit B or Exhibit C, as appropriate, which Release must become effective and irrevocable no later than the sixtieth (60th) day following Executive’s termination of employment (the “Release Deadline Date”). If the Release does not become effective and irrevocable by the Release Deadline Date, Executive will forfeit any right to any severance payments or benefits under this Agreement. In no event will severance payments or benefits be paid or provided until the Release actually becomes effective and irrevocable

Termination without Cause and not in Connection with a Change in Control. If the Company terminates Executive’s employment with the Company for a reason other than Cause, Executive becoming Disabled, or Executive’s death, at any time other than during the twelve (12)-month period immediately following a Change in Control, then, subject to Section 4, Executive will receive the following severance benefits from the Company:

Severance Benefits. In the event that Employee’s employment is terminated without Cause by the Company or is terminated by Employee with Good Reason, Employee shall receive the following as his sole and exclusive severance benefits (collectively, the “Severance Benefits”):

Termination Without Cause or Resignation for Good Reason After a Change in Control. If your employment ends because of a Covered Termination on or within eighteen ( 18) months after a Change in Control, you will be eligible to receive a lump sum cash severance payment in an amount equal to twelve ( 12) months of your then current base salary (ignoring any reduction in salary that forms the basis for a resignation for Good Reason), Jess any applicable withholdings and deductions, and effective as of your termination date, all of your then-outstanding and unvested compensatory equity awards will become vested. Additionally, you will receive 12 months of COBRA benefits starting from your termination date.

Severance Benefits. If the Executive’s employment terminates by reason of a Qualifying Termination (other than a Change in Control Termination), # the Company will pay the Executive a lump sum amount equal to one times the sum of # the Executive’s annual base salary, at the rate in effect as of the Termination Date, and # the Executive’s target annual cash incentive award for the year in which the Termination Date occurs (the “Severance Payment”), # the Company will pay the Executive a lump sum amount equal to one times the aggregate annual COBRA premium costs required to be paid by the Executive for the Executive and the Executive’s eligible dependents to continue to participate in the medical, dental, and vision benefit plans maintained or sponsored by the Company or its affiliates immediately prior to the Termination Date (the “Medical Plan Coverage Payment”), and # the Executive will be eligible for the Company’s outplacement assistance benefits (the “Outplacement Assistance,” and collectively with the Salary Payment and the Medical Plan Coverage Payment, the “Severance Benefits”).

Subject to the Executive’s execution of this Agreement and non-revocation of the release of claims set forth in Section 3 (the “Release”), and continued compliance with the Executive’s obligations as set forth hereunder, the Company agrees, in full satisfaction of all claims the Executive may have to payments or benefits under the Company’s Executive Severance Plan (the “Severance Plan”) or any other severance arrangement, to # pay the Executive, no later than 30 calendar days following the date hereof, a cash payment of $5,000,000, subject to applicable tax withholding, # during the period from the Separation Date through the second anniversary thereof, arrange to provide the Executive and anyone entitled to claim through the Executive, life, accident and health (including medical, behavioral, prescription drug, dental and vision) benefits substantially similar to those provided to the Executive and anyone entitled to claim through the Executive immediately prior to the Separation Date at no greater after-tax cost to the Executive than the after-tax cost to the Executive immediately prior to the Separation Date, and # pay the Executive, at the same time that annual bonuses for 2017 are paid to senior executives of the Company (but in no event later than March 15, 2018), a cash bonus for 2017 equal to the greater of # 37% of the annual bonus amount that the Executive would have received based on actual Company performance (it being agreed for this purpose that all subjective individual objectives are achieved at target) had he remained employed through the end of the 2017 calendar year and # $1,000,000, subject to applicable tax withholding ((a), (b), and (c), collectively, the “Severance Benefits”). In the event that the Executive revokes the Release, the Executive shall not be entitled to receive any of the Severance Benefits.

Severance Benefits. In consideration of your acceptance of this Agreement and subject to your fully meeting your obligations under it, [[Progressive Group:Organization]] will provide you with following severance pay and benefits: