Common use of Mitigation Clause in Contracts

Mitigation. Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Termination, or otherwise.

Mitigation. Executive shall not be required to mitigate damages or the amount of any payment or benefit provided under for in this Agreement by seeking other employment or otherwise, nor otherwise and there shall the amount of any payment provided for be no offset against amounts due Executive under this Agreement be reduced by on account of any compensation earned by remuneration attributable to any subsequent employment that Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Termination, or otherwisemay obtain.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Termination, or otherwise.

Mitigation. Executive shall not be required to mitigate damages or the amount of any payment or benefit provided under for in this Agreement by seeking other employment or otherwise, nor and there shall the amount of any payment provided for be no offset against amounts due Executive under this Agreement be reduced by on account of any compensation earned by remuneration attributable to any subsequent employment that Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Termination, or otherwisemay obtain.

Mitigation. The Executive shall not be required to mitigate damages or the amount of any payment provided under for in this Agreement by seeking other employment or otherwise, nor otherwise and no such payment shall be offset or reduced by the amount of any payment compensation or benefits provided for under this Agreement be reduced by to the Executive in any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Termination, or otherwisesubsequent employment.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the a Change in Control Termination or Covered Termination, or otherwiseTermination (except as expressly provided in Sections 3.3 and 4.3 above).

Mitigation. Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor and compensation earned from such employment or otherwise shall not reduce the amount of any payment provided for amounts otherwise payable under this Agreement. No amounts payable under this Agreement shall be reduced by subject to reduction or offset in respect of any compensation earned by Executive as a result of employment by another employer claims which the Company (or by any retirement benefits received by Executive after the date of the Covered Termination, other person or otherwiseentity) may have against Executive.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwiseself-employment, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or through self-employment or by any retirement benefits received by Executive after the date of Executive’s termination of employment from the Covered TerminationCompany, or otherwiseexcept as provided herein.

Mitigation. Executive shall will not be required to mitigate damages or the amount of any payment payments provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment payments provided for under this Agreement be reduced by any compensation earned by Executive as a the result of employment by another employer or employer, by retirement benefits, by offset against any retirement benefits received amount claimed to be owed by Executive after to the date of the Covered TerminationCompany, or otherwise.

Mitigation. Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor and, subject to Section 3(b), compensation earned from such employment or otherwise shall not reduce the amount of any payment provided for amounts otherwise payable under this Agreement. No amounts payable under this Agreement shall be reduced by subject to reduction or offset in respect of any compensation earned by Executive as a result claims which the Company or any of employment by another employer its Subsidiaries (or by any retirement benefits received by Executive after the date of the Covered Termination, other person or otherwiseentity) may have against Executive.

Mitigation. The Executive shall not be required to mitigate damages or the amount of any payment provided under for in this Agreement by seeking other employment or otherwise, nor shall any profits, income or earnings or other benefits from any source whatsoever create any mitigation, offset, reduction or any other obligation on the amount part of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Termination, or otherwisehereunder.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered TerminationTermination Event, or otherwise.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Termination, or otherwise.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the a Change in Control Termination or Covered Termination, or otherwiseTermination (except as expressly provided in Sections 2.3 and 3.3 above).

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the a Covered Termination, or otherwise.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered TerminationTriggering Event, or otherwise.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the a Covered Termination, Termination or otherwiseChange in Control Termination (except as expressly provided in Sections 2.3 and 3.3 above).

Mitigation. The Executive shall not be required to mitigate damages or the amount of any payment provided under for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for under in this Agreement be reduced by any compensation earned by the Executive as a the result of employment by another employer or by any retirement benefits received by Executive payable after the date termination of this Agreement, except that the Covered Termination, or otherwiseEmployer shall not be required to provide the Executive and the Executive’s eligible dependents with medical insurance coverage as long as the Executive and the Executive’s eligible dependents are receiving comparable medical insurance coverage from another employer.

Mitigation. Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the a Covered Termination or Change in Control Termination, or otherwise.

Mitigation. The Executive shall not be required to mitigate damages or the amount of any payment provided under for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for under in this Agreement be reduced by any compensation earned by the Executive as a the result of employment by another employer or by any retirement benefits received by Executive payable after the date termination of this Agreement, except that the Covered Termination, or otherwiseEmployers shall not be required to provide the Executive and his eligible dependents with medical insurance coverage as long as the Executive and his eligible dependents are receiving comparable medical insurance coverage from another employer.

Mitigation. The Executive shall not be required to mitigate damages or the amount of any payment provided under for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under in this Agreement be reduced by any compensation earned by the Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Termination, or otherwise.

Mitigation. A. Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor and compensation earned from such employment or otherwise shall not reduce the amount of any payment provided for amounts otherwise payable under this Agreement. No amounts payable under this Agreement shall be reduced by subject to reduction or offset in respect of any compensation earned by Executive as a result of employment by another employer claims which the Company (or by any retirement benefits received by Executive after the date of the Covered Termination, other person or otherwiseentity) may have against Executive.

Mitigation. Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Termination, or otherwise.

Mitigation. The Executive shall not be required to mitigate damages or the amount of any payment provided under for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for under this Agreement herein be reduced by any compensation or any retirement benefit heretofore or hereafter earned by the Executive as a the result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Terminationother person, firm, or otherwisecorporation.

Mitigation. The Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a the result of employment by another employer or by any retirement benefits received by Executive after the date termination of the Covered Termination, his employment hereunder or otherwise, except to the extent set forth in Section 7(h) of this Agreement.

Mitigation. The Executive shall not be required to mitigate damages or the amount of any payment or benefits provided under for in this Agreement by seeking other employment or otherwise. Further, nor shall the amount of any payment or benefits provided for under in this Agreement shall not be reduced by any compensation earned by the Executive as a result of employment by another employer or employer, by retirement benefits, by offset against any retirement benefits received amount claimed to be owed by the Executive after to the date of the Covered Termination, Company or otherwise.

Mitigation. Executive shall not be required to mitigate damages or the amount of any payment provided under required to be paid to Executive pursuant to this Agreement Agreement, whether by seeking other employment or otherwise, nor shall the amount of any such payment provided for under this Agreement be reduced by on account of any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Termination, or otherwisePerson.

Mitigation. Executive shall not be required to mitigate damages or the amount of any payment to Executive provided for under this Agreement by seeking other employment or otherwise, nor nor, except as otherwise provided herein, shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Termination, or otherwisetermination.

Mitigation. Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date Date of the Covered Termination, or otherwise.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Termination, termination of Executive's employment or otherwise.

Mitigation. Executive shall not be required to mitigate damages or the amount of any payment provided under for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for under this Agreement herein be reduced by any compensation or any retirement benefit heretofore or hereafter earned by Executive as a the result of employment by another employer any other person, firm or by any retirement benefits received by Executive after the date of the Covered Termination, or otherwisecorporation.

Mitigation. Executive shall not be required to mitigate damages or the amount of ---------- any payment payment, benefit, or other Trust obligation provided under for in this Agreement by seeking other employment or otherwiseotherwise and no such payment, nor benefit or other Trust obligation shall be offset or reduced by the amount of any payment compensation or benefits provided for under this Agreement be reduced by to Executive in any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Termination, or otherwisesubsequent employment.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer received by Executive or by any retirement benefits received by Executive after the date of Executive’s termination (i) by the Covered TerminationCompany for any reason other than Misconduct or Disability, or otherwise(ii) by Executive for Good Reason.

Mitigation. The Executive shall not be required to mitigate damages or the ---------- amount of any payment provided under for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for under in this Agreement be reduced by any compensation earned by the Executive as a the result of employment by another employer or by any retirement benefits received by Executive payable after the date termination of this Agreement, except that the Covered Termination, or otherwiseEmployers shall not be required to provide the Executive and his eligible dependents with medical insurance coverage as long as the Executive and his eligible dependents are receiving comparable medical insurance coverage from another employer.

Mitigation. Executive shall not be required to mitigate damages or the amount of any payment provided under for in this Agreement by seeking other employment or otherwise, otherwise nor shall the amount of any payment or benefit provided for under in this Agreement be reduced by any compensation earned or benefit received by Executive as a the result of employment by another employer or self-employment, by retirement benefits, by offset against any retirement benefits received amount claimed to be owed by Executive after to the date of the Covered Termination, Company or otherwise.

Mitigation. The Executive shall not be required to mitigate damages or the amount of any payment or benefits provided under for by this Agreement by seeking other employment or otherwise, nor shall . Further the amount of any payment or benefits provided for under in this Agreement shall not be reduced by any compensation earned by the Executive as a result of employment by another employer or employer, by retirement benefits, by offset against any retirement benefits received amount claimed to be owed by the Executive after to the date of the Covered Termination, Company or otherwise.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Termination, Company Termination or otherwise.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered TerminationTermination Event, or otherwise.,

Mitigation. Executive shall not be required to mitigate damages or the amount amounts of any payment salary continuation payments provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment payments provided for under this Agreement be reduced by any compensation earned by Executive as a result the results of employment by another employer or by any retirement benefits received by Executive self-employment after the date of the Covered Termination, or otherwisetermination.

Mitigation. The Executive shall not be required to mitigate damages or the amount of any payment provided under for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under in this Agreement be reduced by any compensation earned by the Executive as a the result of employment by another employer or by any retirement benefits received by Executive after the date of termination of the Covered TerminationExecutive's employment with ▇▇▇▇▇▇ Energy, or otherwise.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Termination, or otherwise.. 2

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Termination, or otherwiseEvent.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the a Covered Termination, or otherwiseTermination (except with respect to continued health coverage as expressly provided in Section 2.3 above).

Mitigation. The Executive shall not be required to mitigate damages or the amount of any payment or benefit provided under for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for under this Agreement herein be reduced by any compensation earned by the Executive as a the result of employment by another employer or by any retirement benefits received by Executive after the date Date of the Covered Termination, or otherwise.

Mitigation. Executive shall not be required to mitigate damages or the amount of any payment to Executive provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by after termination; provided, however, that any retirement welfare benefits received by the Executive after receives as a result of subsequent employment shall reduce the date of the Covered Termination, or otherwisewelfare benefits provided under this Agreement.

Mitigation. Executive shall not be required to mitigate damages or the amount of any payment or benefits provided under for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefits provided for under in this Agreement be reduced by any compensation or benefits earned by Executive (other than as a expressly provided in Section 7(h)) as the result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Terminationtermination of Executive’s employment with Employer, or otherwise.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Termination, or otherwise.this

Mitigation. Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Termination, termination or otherwise.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Executive’s Change in Control Termination, or otherwise.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of termination of his employment with the Covered Termination, or otherwiseCompany.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Termination, or otherwise.. Intersil Confidential

Mitigation. Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Termination, or otherwise.. -6-

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other order employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer Company or by any retirement benefits received by Executive after the date of the Covered Termination, or otherwisehis termination.

Mitigation. Executive shall will not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall will the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Termination, or otherwise.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the a Covered Termination, or otherwiseTermination (except as expressly provided in Sections 2.3 and 2.6 above).

Mitigation. Except as may be otherwise expressly stated in this Agreement, the Executive shall not be required to mitigate damages or the amount of any payment provided under or other benefit required to be paid to the Executive pursuant to this Agreement Agreement, whether by seeking other employment or otherwise, nor shall the amount of any such payment provided for under this Agreement or other benefit be reduced by on account of any compensation earned by the Executive as a result of his employment by another employer or by any retirement benefits received by Executive after the date of the Covered Termination, or otherwiseperson.

Mitigation. Executive shall not be required to mitigate damages or the amount of any payment or benefit provided under for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for under in this Agreement be reduced by any compensation or benefit earned by Executive as a result of employment by another employer or employer, self-employment earnings, by retirement benefits, by offset against any retirement benefits received amount claimed to be owing by Executive after to the date of the Covered TerminationCompany, or otherwise.

Mitigation. The Executive shall not be required to mitigate damages or the amount of any payment provided under for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under in this Agreement be reduced by any compensation earned by the Executive as a the result of employment by another employer or by any retirement benefits received by Executive after the date of termination of the Covered TerminationExecutive’s employment with the Company, or otherwise.

Mitigation. The Executive shall not be required to mitigate damages (or the amount of any payment compensation provided under this Employment Agreement to be paid) following the Executive's termination of employment, by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Termination, or otherwise.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of Executive’s termination of employment with the Covered TerminationCompany (or Affiliate), or otherwiseexcept for health continuation coverage provided pursuant to Section 2(b).

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the a Covered Termination or a Change in Control Termination, or otherwise.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Termination, otherwise providing services to another individual or otherwiseentity.

Mitigation. The Executive shall not be required to mitigate damages or the amount of any payment provided under for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for under in this Agreement be reduced by any compensation earned by the Executive as a the result of employment by another employer or by any retirement benefits received by Executive payable after the date termination of the Covered Termination, or otherwisethis Agreement.

Mitigation. Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer company or by any retirement benefits received by Executive after the date of the Covered Termination, or otherwisehis termination.

Mitigation. Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking or accepting other employment or otherwise, nor and compensation earned from such employment or otherwise shall not reduce the amount of any payment provided for amounts otherwise payable under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Termination, or otherwiseAgreement.

Mitigation. Executive shall not be required to mitigate damages or the ---------- amount of any payment payment, benefit, or other Trust obligation provided under for in this Agreement by seeking other employment or otherwiseotherwise and no such payment, nor benefit or other Trust obligation shall be offset or reduced by the amount of any payment compensation or benefits provided for under this Agreement be reduced by to Executive in any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Termination, or otherwisesubsequent employment.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer received by Executive or by any retirement benefits received by Executive after the date of Executive’s termination (i) by any member of the Covered TerminationCompany for any reason other than Misconduct or Disability, or otherwise(ii) by Executive for Good Reason.

Mitigation. Executive shall not be required to mitigate damages or the amount of ---------- any payment payment, benefit, or other Company obligation provided under for in this Agreement by seeking other employment or otherwiseotherwise and no such payment, nor benefit or other Company obligation shall be offset or reduced by the amount of any payment compensation or benefits provided for under this Agreement be reduced by to Executive in any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Termination, or otherwisesubsequent employment.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Termination, or otherwise.. 2 ARTICLE III LIMITATIONS AND CONDITIONS ON BENEFITS 3.1

Mitigation. The Executive shall not be required to mitigate damages or the amount of any payment provided under for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for under in this Agreement be reduced by any compensation earned by the Executive earns as a the result of employment by another employer or by any retirement benefits received by Executive payable after the date termination of this Agreement, except that the Covered Termination, or otherwiseEmployer shall not be required to provide the Executive and the Executive’s eligible dependents with medical insurance coverage as long as the Executive and the Executive’s eligible dependents are receiving comparable medical insurance coverage from another employer.

Mitigation. Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date termination of the Covered Termination, or otherwiseemployment.

Mitigation. The Executive shall not be required to mitigate damages or the amount of any payment or benefits provided under for by this Agreement by seeking other employment or otherwise, nor shall . Further the amount of any payment or benefits provided for under in this Agreement shall not be reduced by any compensation earned by the Executive as a result of employment by another employer or employer, by any retirement benefits received or other compensation, by offset against any amount claimed to be owed by the Executive after to the date of the Covered Termination, Company or otherwise.

Mitigation. Executive shall not be required to mitigate damages or the amount of any payment or benefit provided under for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided reduction be made for under this Agreement be reduced by any other compensation earned by that Executive as earns from a result of employment by another subsequent employer or by any retirement benefits received by Executive after the date of the Covered Termination, or otherwise(including self-employment).

Mitigation. Executive shall not be required to mitigate damages or the amount of any payment provided under or other benefit required to be paid to Executive pursuant to this Agreement Agreement, whether by seeking other employment or otherwise, nor shall the amount of any such payment provided for under this Agreement or other benefit be reduced by on account of any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Termination, or otherwisePerson.

Mitigation. The Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement Appendix 1 by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement Appendix 1 be reduced by any compensation earned by the Executive as a result of employment by another employer or by any retirement benefits received by the Executive after the date of the Covered Termination, or otherwise.

Mitigation. Executive shall not be required to mitigate damages or the amount of any payment salary continuation payments provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment payments provided for under this Agreement be reduced by any compensation earned by Executive as a the result of employment by another employer or by any retirement benefits received by Executive self-employment after the date of the Covered Termination, or otherwisetermination.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive paid after the date of the Covered Terminationtermination of employment, or otherwise.

Mitigation. Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement by seeking other employment or otherwise and the amount of any payment or benefit provided for in this Agreement shall not be reduced by any compensation earned or benefits received by Executive as a the result of employment by another employer a future employer, by offset against any amount claimed to be owed by him to the Company (except amounts owed to the Company pursuant to any loan or by any retirement benefits received by Executive after the date of the Covered Terminationother advance that is then due), or otherwise.

Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Termination, or otherwiseTermination Date where Executive’s termination.

Mitigation. Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Qualifying Termination, or otherwise.