Common use of Consideration Provided by the Company Clause in Contracts

Consideration Provided by the Company. The Company agrees, subject to Section 3 hereof and Executive’s continued performance of his obligations hereunder: a. to continue to pay Executive’s current salary in regular installments in accordance with the Company’s usual payment practices and to provide Executive such Employee Benefits, if any, as to which he may be entitled under the employee benefit plans of the Company, through the Separation Date, which shall include compensation for 5 accrued and unused vacation days in 2009; b. to reimburse Executive for any unreimbursed business expenses properly incurred by Executive in accordance with Company policy through the Separation Date; c. to pay Executive the total gross amount of $1,237,500.00, which the parties agree is, and shall be deemed to be, the total amount payable to Executive under Section 7(c)(iii)(A)(iii) of the Employment Agreement, as follows: i. Two monthly installments of $137,500.00 each, payable on or before April 30 and May 31, 2009, respectively, and ii. A third and final installment of $962,500.00, payable on or before June 30, 2009; d. to pay, distribute and/or issue to Executive the amounts and considerations to which he is entitled under the Company’s Deferred Compensation Plan and Pre-2005 Executive Deferred Compensation Plan in accordance with the terms of such plans, as follows: i. With respect to that portion of Executive’s balances in the Company’s Deferred Compensation Plan and Pre-2005 Executive Deferred Compensation Plan which are not deemed to be invested in Company stock units, a total cash lump sum payment equal to $259,998.28 which the parties agree is, and shall be deemed to be, the total amount to which he is entitled under such plans other than the considerations set forth in Section 2(d)(ii) hereof; and ii. For the portion of Executive’s balances in the Company’s Deferred Compensation Plan which are deemed to be invested in Company stock units, a distribution of 3,512 shares of common stock of CSA Holdings, which is based on the Executive’s total number of Company stock units under the Deferred Compensation Plan as of March 31, 2009. e. to pay Executive the amounts to which he is entitled under the Company’s qualified Salaried Retirement Plan and qualified Investment Savings Plan in accordance with the terms of such plans; f. to pay Executive the amount of $498,000, which the parties agree is, and shall be deemed to be, the total amount to which he is entitled under the Company’s Nonqualified Supplementary Benefit Plan, on or before June 30, 2009; g. to pay Executive the amount of $234,413.00, which the parties agree is, and shall be deemed to be, the total amount payable to Executive under Section 7(c)(iii)(A)(iv) of the Employment Agreement, on or before June 30, 2009; h. for twenty-four (24) months following the Separation Date, to provide Executive with life and health insurance benefits in accordance with Section 7(c)(iii)(A)(v) of the Employment Agreement.

Consideration Provided by the Company. The Company agrees, subject to Section 3 hereof and Executive’s continued performance of his Executive’s obligations hereunder: a. to continue i. to pay Executive’s current salary in regular installments in accordance with the Company’s usual payment practices and to provide Executive such Employee Benefits, if any, Benefits as to which he Executive may be entitled under the employee benefit plans of the Company through the Separation Date or under the terms of the benefit plans (including payments due under the Company’s Nonqualified Supplemental Executive Retirement Plan, through which payment shall be made on September 2, 2021 or within 22 days thereafter); ii. to reimburse Executive, within thirty (30) days of the Separation Date, which shall include compensation for 5 accrued and unused vacation days in 2009; b. to reimburse Executive for any unreimbursed business expenses properly incurred by Executive in accordance with Company policy through the Separation Date; c. iii. to pay Executive the total gross amount of $1,237,500.001,274,625.00, which the parties agree is, and shall be deemed to be, the total amount payable to Executive under Section 7(c)(iii)(A)(iii5(a)(i) of the Employment AgreementPlan, as follows: i. Two monthly installments over a period of $137,500.00 each, payable on or before April 30 and May 31, 2009, respectively, and ii. A third and final installment of $962,500.00, payable on or before June 30, 2009; d. to pay, distribute and/or issue to Executive 18 months following the amounts and considerations to which he is entitled under Separation Date in accordance with the Company’s Deferred Compensation Plan normal payroll practices; provided that any payments which would are due prior to 4848-7936-4052.2 the date on which the Release (as defined in Section 4 below) becomes effective shall be delayed and Pre-2005 paid with the first payment due after the Release becomes effective; iv. to pay Executive Deferred Compensation Plan in 2022 the pro rata portion of the annual cash incentive compensation award, if any is earned for 2021, at the time payment would have otherwise been made had Executive’s employment not terminated, in accordance with the terms of such plans, as follows: i. With respect to that portion of Executive’s balances in the Company’s Deferred Compensation Plan and Pre-2005 Executive Deferred Compensation Plan which are not deemed to be invested in Company stock units, a total cash lump sum payment equal to $259,998.28 which the parties agree is, and shall be deemed to be, the total amount to which he is entitled under such plans other than the considerations set forth in Section 2(d)(ii) hereof; and ii. For the portion of Executive’s balances in the Company’s Deferred Compensation Plan which are deemed to be invested in Company stock units, a distribution of 3,512 shares of common stock of CSA Holdings, which is based on the Executive’s total number of Company stock units under the Deferred Compensation Plan as of March 31, 2009. e. to pay Executive the amounts to which he is entitled under the Company’s qualified Salaried Retirement Plan and qualified Investment Savings Plan in accordance with the terms of such plans; f. to pay Executive the amount of $498,000, which the parties agree is, and shall be deemed to be, the total amount to which he is entitled under the Company’s Nonqualified Supplementary Benefit Plan, on or before June 30, 2009; g. to pay Executive the amount of $234,413.00, which the parties agree is, and shall be deemed to be, the total amount payable to Executive under Section 7(c)(iii)(A)(iv5(a)(ii) of the Employment Agreement, on or before June 30, 2009Plan; h. v. to provide Executive for twenty-four eighteen (2418) months following the Separation Date, to provide Executive Date with life and health insurance benefits in accordance with and subject to the terms of Section 7(c)(iii)(A)(v5(a)(iii) of the Employment AgreementPlan; and vi. to pay for outplacement services for services that commence within twelve (12) months following the Executive’s Separation Date and are completed prior to the end of the second calendar year following the Executive’s Separation Date and subject to the terms of Section 5(a)(iv) of the Plan. It is agreed that Executive may permanently retain the iPhone, iPad and computer issued to the Executive by the Company (with Company data removed by the Company) and may continue to use the leased vehicle issued to the Executive by the Company (if applicable) until no later than March 1, 2021, by which time it shall be returned to the Company. Executive shall promptly return all other property of the Company in the Executive’s possession to the Company.