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Plan Participants will be eligible to receive a benefit equal to up to 75% of their base salary (the “Retention Benefit”).
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The Retention Benefit will be earned and payable on the earlier of (i) the first anniversary of the effective date of a Retention Agreement, or (ii) a Qualifying Termination.
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One-half of the Retention Benefit will be payable in cash and one-half will be paid in the form of Restricted Stock Units (“RSUs”) awarded under the Company’s 2010 Omnibus Incentive Compensation Plan (the “Stock Plan”). The number of RSUs shall be determined based upon the Fair Market Value (as defined in the Stock Plan) on the effective date of the Retention Agreement. The RSUs will be evidenced by a separate Restricted Stock Unit Award Agreement in the form prescribed by the Stock Plan.
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Plan Participants will be subject to the covenants in Section 5 of the Severance Plan, which solely for purposes of such Section 5 of the Severance Plan, and regardless of any other provision of the Severance Plan or any Participation Agreement, solely for purposes of the restrictive covenants, the Severance Coverage Period shall be the number of months set forth in the Participation Agreement after any termination of employment (or, if earlier, six months after a Qualifying Termination in connection with a Change in Control).
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