{"id":38611,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/change-in-control-severance-plan-kb-home.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"change-in-control-severance-plan-kb-home","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/change-in-control-severance-plan-kb-home.html","title":{"rendered":"Change in Control Severance Plan &#8211; KB Home"},"content":{"rendered":"<pre>                                    KB HOME\n\n                        CHANGE IN CONTROL SEVERANCE PLAN\n\n        KB HOME, a Delaware corporation (the \"Company\"), has adopted this Change\nin Control Severance Plan (the \"Plan\"), effective as of October 4, 2001, for the\nbenefit of certain key employees of the Company.\n\n        The purposes of the Plan are as follows:\n\n        (1) To reinforce and encourage the continued attention and dedication of\nmembers of the Company's management to their assigned duties without the\ndistraction arising from the possibility of a change in control of the Company;\n\n        (2) To enable and encourage the Company's management to focus their\nattention on obtaining the best possible deal for the Company's shareholders and\nto make an independent evaluation of all possible transactions, without being\ndiverted by their personal concerns regarding the possible impact of various\ntransactions on the security of their jobs and benefits; and\n\n        (3) To provide severance benefits to any Participant (as defined below)\nwho incurs a termination of employment under the circumstances described herein\nwithin a certain period following a Change in Control (as defined below).\n\n        1. DEFINED TERMS. For purposes of the Plan, the following terms shall\nhave the meanings indicated below:\n\n        (A) \"Act\" shall mean the Securities Exchange Act of 1934, as amended\nfrom time to time.\n\n        (B)  \"Affiliate\"  shall  have  the  meaning  set  forth  in  Rule  12b-2\npromulgated under Section 12 of the Act.\n\n        (C) \"Board\" shall mean the Board of Directors of the Company.\n\n        (D) \"Cause\" shall mean (i) acts of fraud or misappropriation committed\nby the Participant and intended to result in substantial personal enrichment at\nthe expense of the Company or (ii) repeated violations by the Participant of the\nParticipant's obligations to the Company which are demonstrably willful and\ndeliberate and which result in material injury to the Company; provided that, in\neach case, the Participant has received written notice of the described\nactivity, has been afforded a period of 20 days to cure or correct the activity\ndescribed in the notice, and has failed to cure, correct or cease the activity,\nas appropriate.\n\n        (E) A \"Change in Control\" shall mean any change in control of the\nCompany of a nature that would be required to be reported in response to Item\n1(a) of the Current Report on Form 10-K, as in effect on the Effective Date,\npursuant to Section 13 or 15(d) of the Act; provided that, without limitation,\nsuch a \"Change in Control\" shall be deemed to have occurred if:\n\n                      (i) a third person, including a \"group\" as such term is\n        used in Section 13(d)(3) of the Act, becomes the beneficial owner,\n        directly or indirectly, of 15% or more of the combined voting power of\n        the Company's outstanding voting securities ordinarily having the right\n        to vote for the election of directors of the Company, unless such\n        acquisition of beneficial ownership is approved by a majority of the\n        Incumbent Board (as such term is defined in clause (ii) below); or\n\n                      (ii) individuals who, as of the date hereof, constitute\n        the Board (the \"Incumbent Board\") cease for any reason to constitute at\n        least a majority of the Board, provided that any person becoming a\n        director subsequent to the date hereof whose election, or nomination for\n        election by the Company's shareholders, was approved by a vote of at\n        least three-quarters of the directors comprising the Incumbent Board\n        (other than an election or nomination of an individual whose initial\n        assumption of office is in connection with an actual or threatened\n        election contest relating to the election of the Directors of the\n        Company, as such terms are used in Rule 14a-11 of Regulation 14A\n        promulgated under the Act) shall be, for purposes of this provision,\n        considered as though such person were a member of the Incumbent Board.\n\n        (F) \"Code\" shall mean the Internal Revenue Code of 1986, as amended from\ntime to time.\n\n        (G) \"Committee\" shall mean the committee responsible for administering\nthe Plan, as described in Section 3 hereof.\n\n        (H) \"Company\" shall mean KB HOME, a Delaware corporation, and, except in\ndetermining under Section 1(E) hereof whether or not any Change in Control of\nthe Company has occurred, shall include any successor to its business and\/or\nassets.\n\n        (I) \"Disability\" shall mean the Participant's incapacity due to physical\nor mental illness to perform his or her full-time duties with the Company for a\ncontinuous period of three months or an aggregate of six months in any\neighteen-month period.\n\n        (J) \"Good Reason\" shall mean, without the consent of the Participant,\n(i) any changes in the duties and responsibilities of the Participant which are\nmaterially inconsistent with the duties and responsibilities of the Participant\nwithin the Company immediately prior to the Change in Control, (ii) any\nreduction of the Participant's salary, aggregate incentive compensation\nopportunities (excluding any reduction in incentive compensation awards due to\n\nthe economic performance of the Company) or aggregate benefits, (iii) any\nrequired relocation of the Participant's office beyond a 50 mile radius from the\nlocation of the Participant's office immediately prior to the Change in Control,\n(iv) any failure by the Company to obtain the assumption of the Plan by a\nsuccessor of the Company, or (v) the Company's requiring the Participant to\ntravel materially in excess of the Participant's business travel obligations\nprior to the Change in Control.\n\n        (K) \"Participants\" shall mean those persons who are expressly designated\nin writing by the Committee from time to time and identified as \"Group A\nParticipants\" or \"Group B Participants,\" as the case may be.\n\n        (L) \"Protected Period\" shall mean the period beginning on the date of a\nChange in Control and ending on the date which is eighteen months after the date\nof such Change in Control.\n\n        2. EFFECTIVE DATE OF PLAN. The effective date of the Plan shall be\nOctober 4, 2001 (the \"Effective Date\"). The Plan shall remain in effect until\nthe earlier of (i) such time as the Company has discharged all of its\nobligations hereunder, or (ii) the date of the termination of the Plan pursuant\nto Section 10.3 hereof.\n\n        3. ADMINISTRATION.\n\n        (A) Prior to the date of a Change in Control, the Plan shall be\ninterpreted, administered and operated by the Personnel, Compensation and Stock\nPlan Committee of the Board; on and after the date of a Change in Control, the\nPlan shall be interpreted, administered and operated by a committee appointed by\na committee of individuals appointed by the Personnel, Compensation and Stock\nPlan Committee of the Board as such Committee is constituted immediately prior\nto the Change in Control. In each case, subject to the terms of the Plan, the\nCommittee shall have complete authority, in its sole discretion subject to the\nexpress provisions of the Plan, to determine who shall be a Participant, to\ninterpret the Plan, to prescribe, amend and rescind rules and regulations\nrelating to it, and to make all other determinations necessary or advisable for\nthe administration of the Plan. Notwithstanding the foregoing, the Committee may\ndelegate any of its duties hereunder to such person or persons from time to time\nas it may designate.\n\n        (B) All expenses and liabilities which members of the Committee incur in\nconnection with the administration of the Plan shall be borne by the Company.\nThe Committee may employ attorneys, consultants, accountants, appraisers,\nbrokers, or other persons, and the Committee, the Company and the Company's\nofficers and directors shall be entitled to rely upon the advice, opinions or\nvaluations of any such persons. No member of the Committee or the Board shall be\npersonally liable for any action, determination or interpretation made in good\nfaith with respect\n\nto the Plan, and all members of the Committee shall be fully protected by the\nCompany in respect of any such action, determination or interpretation.\n\n        4. BENEFITS PROVIDED.\n\n        4.1 Termination After Change in Control. Subject to Section 4.2 hereof,\nif a Participant's employment with the Company is terminated during the\nProtected Period (a) by the Company other than for Cause or Disability, or (b)\nby the Participant for Good Reason, the Company shall, in lieu of any other\nseverance payments or benefits payable by the Company to the Participant (except\nas otherwise expressly provided in a written agreement between the Company and\nthe Participant that such severance payments or benefits are to be paid in\naddition to any payment or benefit described herein), pay to each Participant\nwithin ten (10) business days after the Participant's Date of Termination a\nseverance payment (the \"Severance Payment\") in an amount determined as follows:\n(i) in the case of each Group A Participant, a lump sum payment in an amount\nequal to two (2) times the sum of the Participant's average annual base salary\nand the Participant's average actual annual cash bonus under the Company's\nincentive compensation plan, in each case, for the three fiscal years prior to\nthe fiscal year in which the Change in Control occurs and (ii) in the case of\neach Group B Participant, a lump sum payment in an amount equal to one (1) times\nthe sum of the Participant's average annual base salary and the Participant's\naverage actual annual cash bonus under the Company's Incentive Compensation\nPlan, in each case, for the three fiscal years prior to the fiscal year in which\nthe Change in Control occurs. In addition, notwithstanding any provisions of the\nCompany's stock option plans, incentive plans, or other similar plans, all\noutstanding options, if any, granted to a Participant under any of the Company's\nstock option plans, incentive plans, or other similar plans (or options\nsubstituted therefor covering the stock of a successor corporation) shall become\nfully vested and exercisable upon a \"Change in Control\" or \"Change of\nOwnership,\" as such terms are defined in the applicable plan or agreement\nthereunder, as to all shares of stock covered thereby, and the restricted period\nwith respect to any restricted stock or any other equity award granted to a\nParticipant thereunder shall lapse immediately upon such \"Change in Control\" or\nChange of Ownership.\" In addition, notwithstanding any provisions of the\nCompany's Death Benefit Only Life Insurance Plan, each Participant's interest in\nsuch plan shall become fully vested upon a Change in Control. The Severance\nPayment and other benefits described herein shall be conditioned upon the\nexecution by the Participant of the Company's standard form general release.\n\n        4.2 Section 280G. (A) Notwithstanding anything in this Plan to the\ncontrary, in the event that it shall be determined that any payment or benefit\nto a Group A Participant, whether pursuant to the terms of this Plan or\notherwise (a \"Payment\"), would constitute an \"excess parachute payment\" within\nthe meaning of Section 280G of the Code, the Group A Participant shall be paid\nan additional amount (a \"Gross-Up Payment\") such that the net amount retained by\nthe Group A Participant after deduction of any excise tax imposed under Section\n4999 of the Code, and any federal, state and local income and employment taxes\nand excise tax, including\n\nany interest and penalties with respect thereto, imposed upon the Gross-Up\nPayment shall be equal to the Payment. For purposes of determining the amount of\nthe Gross-Up Payment, the Group A Participant shall be deemed to pay federal\nincome tax and employment taxes at the highest marginal rate of federal income\nand employment taxation in the calendar year in which the Gross-Up Payment is to\nbe made and state and local income taxes at the highest marginal rate of\ntaxation in the state and locality of the Group A Participant's residence on the\ndate the Payment is made, net of the reduction in federal income taxes that the\nGroup A Participant may obtain from the deduction of such state and local income\ntaxes. Group B Participants shall not be eligible to receive a Gross-Up Payment\nunder this Plan.\n\n        (B) All determinations to be made under this Section 4.2 shall be made\nby the Company's independent public accountant immediately prior to the date the\nPayment is made (the \"Accounting Firm\"), which firm shall provide its\ndeterminations and any supporting calculations and workpapers both to the\nCompany and the Group A Participant within ten (10) days of such date. Any such\ndetermination by the Accounting Firm shall be binding upon the Company and the\nGroup A Participant. Within five days after receipt of the Accounting Firm's\ndetermination, the Company shall pay to the Group A Participant the Gross-Up\nPayment determined by the Accounting Firm.\n\n        (C) In the event that upon any audit by the Internal Revenue Service, or\nby a state or local taxing authority, of a Payment or Gross-Up Payment, a change\nis finally determined to be required in the amount of taxes paid by the Group A\nParticipant, appropriate adjustments shall be made under this Section 4.2 such\nthat the net amount which is payable to the Group A Participant after taking\ninto account the provisions of Section 4999 of the Code and any interest and\npenalties shall reflect the intent of the parties as expressed in paragraph (A)\nof this Section 4.2, in the manner determined by the Accounting Firm. The Group\nA Participant shall notify the Company in writing of any claim by the Internal\nRevenue Service that, if successful, would require the payment by the Company of\na Gross-Up Payment. Such notification shall be given as soon as practicable but\nno later than ten (10) business days after the Group A Participant is informed\nin writing of such claim and shall apprise the Company of the nature of such\nclaim and the date on which such claim is requested to be paid. The Group A\nParticipant shall not pay such claim prior to the expiration of the 30-day\nperiod following the date on which it gives such notice to the Company (or such\nshorter period ending on the date that any payment of taxes with respect to such\nclaim is due). If the Company notifies the Group A Participant in writing prior\nto the expiration of such period that it desires to contest such claim, the\nGroup A Participant shall: (i) give the Company any information reasonably\nrequested by the Company relating to such claim; (ii) take such action in\nconnection with contesting such claim as the Company shall reasonably request in\nwriting from time to time, including, without limitation, accepting legal\nrepresentation with respect to such claim by an attorney reasonably selected by\nthe Company; (iii) cooperate with the Company in good faith in order effectively\nto contest such claim; and (iv) permit the Company to participate in any\nproceedings relating to such claim; provided, however, that the Company shall\nbear and pay directly all costs and expenses (including additional interest and\n\npenalties) incurred in connection with such contest and shall indemnify and hold\nthe Group A Participant harmless, on an after-tax basis, for any excise tax or\nincome tax (including interest and penalties with respect thereto) imposed as a\nresult of such representation and payment of costs and expenses. Without\nlimitation on the foregoing provisions of this Section 4.2, the Company shall\ncontrol all proceedings taken in connection with such contest and, at its sole\noption, may pursue or forgo any and all administrative appeals, proceedings,\nhearings and conferences with the taxing authority in respect of such claim and\nmay contest the claim in any permissible manner, and the Group A Participant\nagrees to prosecute such contest to a determination before any administrative\ntribunal, in a court of initial jurisdiction and in one or more appellate\ncourts, as the Company shall determine. The Company's control of the contest\nshall be limited to issues with respect to which a Gross-Up Payment would be\npayable hereunder and the Group A Participant shall be entitled to settle or\ncontest, as the case may be, any other issue raised by the Internal Revenue\nService or any other taxing authority.\n\n        (D) All of the fees and expenses of the Accounting Firm in performing\nthe determinations referred to in paragraphs (B) and (C) of this Section 4.2\nshall be borne solely by the Company. The Company agrees to indemnify and hold\nharmless the Accounting Firm from any and all claims, damages and expenses\nresulting from or relating to its determinations pursuant to paragraphs (B) and\n(C) of this Section 4.2, except for claims, damages or expenses resulting from\nthe gross negligence or willful misconduct of the Accounting Firm.\n\n        5. TERMINATION PROCEDURES.\n\n        5.1 Notice of Termination. Any purported termination of a Participant's\nemployment following a Change in Control (other than by reason of death) shall\nbe communicated by written Notice of Termination from one party to the other\nparty in accordance with Section 8 hereof. For purposes of this Plan, a \"Notice\nof Termination\" shall mean a notice which shall indicate the specific\ntermination provision in this Plan relied upon and shall set forth in reasonable\ndetail the facts and circumstances claimed to provide a basis for termination of\nthe Participant's employment under the provision so indicated. Further, no\ntermination for Cause shall be effective without (i) reasonable notice to the\nParticipant setting forth the reasons for the Company's intention to terminate,\nand (ii) an opportunity for the Participant to cure or correct any such breach\nwithin twenty (20) days after receipt of such notice. Notwithstanding anything\ncontained herein, no termination for Good Reason shall be effective unless (i)\nthe Participant has delivered to the Company a Notice of Termination in\naccordance with this Section 5.1 within thirty (30) days after the occurrence of\nthe event or circumstance which constitutes Good Reason under Section 1(J)\nhereof, and (ii) the Company has been afforded an opportunity to cure or correct\nsuch event or circumstance within twenty (20) days after receipt of such notice.\n\n        5.2 Date of Termination. \"Date of Termination,\" with respect to any\npurported termination of a Participant's employment (other than by reason of the\nParticipant's death or\n\nDisability), shall mean the date specified in the Notice of Termination (which\nshall be within thirty (30) days from the date such Notice of Termination is\ngiven).\n\n        5.3 Covenants. The Participant agrees that, in order for the Participant\nto be eligible to receive the Severance Payment and other benefits described\nherein, the Participant must comply with the covenants set forth in paragraphs\n(A) and (B) of this Section 5.3. In the event that a Participant breaches or\nviolates any provision of paragraphs (A) and (B) of this Section 5.3, the\nParticipant shall forfeit any right and interest of the Participant to receive\nany Severance Payment or other benefit described herein and the Participant\nshall promptly refund to the Company all payments received under Section 4.1.\n\n               (A) The Participant hereby agrees that, upon termination of the\n        Participant's employment with the Company, the Participant shall not\n        discuss or use any confidential and\/or secret information of a\n        proprietary nature which is not otherwise publicly available.\n\n               (B) The Participant hereby agrees that, for a period commencing\n        on the Date of Termination and terminating on the first anniversary\n        thereof, the Participant shall not, either on the Participant's own\n        account or jointly with or as a manager, agent, officer, employee,\n        consultant, partner, joint venturer, owner or shareholder or otherwise\n        on behalf of any other person, firm or corporation, directly or\n        indirectly solicit or attempt to solicit away from the Company any of\n        its officers or employees; provided, however, that a general\n        advertisement to which an employee of the Company responds shall in no\n        event be deemed to result in a breach of this Section 5.3(B).\n\n        6. NO MITIGATION. The Company agrees that, in order for a Participant to\nbe eligible to receive the Severance Payment and other benefits described\nherein, the Participant is not required to seek other employment or to attempt\nin any way to reduce any amounts payable to the Participant by the Company\npursuant to Section 4 hereof. Further, the amount of any payment or benefit\nprovided for in this Plan hereof shall not be reduced by any compensation or\nincome earned by the Participant as the result of employment by another employer\nor self-employment, by retirement benefits, by offset against any amount claimed\nto be owed by the Participant to the Company, or otherwise.\n\n        7. SUCCESSORS.\n\n        7.1    (A) The Company shall require any successor (whether direct or\nindirect, by purchase, merger, consolidation or otherwise) to all or\nsubstantially all of the business and\/or assets of the Company to expressly\nassume this Plan and all obligations of the Company hereunder in the same manner\nand to the same extent that the Company would be so obligated if no such\nsuccession had taken place.\n\n               (B) This Plan shall inure to the benefit of and shall be binding\nupon the Company, its successors and assigns, but without the prior written\nconsent of the Participants this Plan may not be assigned other than in\nconnection with the merger or sale of substantially all of the business and\/or\nassets of the Company or similar transaction in which the successor or assignee\nassumes (whether by operation of law or express assumption) all obligations of\nthe Company hereunder.\n\n        7.2 This Plan shall inure to the benefit of and be enforceable by the\nParticipant's personal or legal representatives, executors, administrators,\nsuccessors, heirs, distributees, devisees, legatees or other beneficiaries. If a\nParticipant shall die while any amount would still be payable to such\nParticipant hereunder (other than amounts which, by their terms, terminate upon\nthe death of the Participant) if such Participant had continued to live, all\nsuch amounts, unless otherwise provided herein, shall be paid in accordance with\nthe terms of this Plan to the executors, personal representatives or\nadministrators of such Participant's estate.\n\n        8. NOTICES. For the purpose of this Plan, notices and all other\ncommunications provided for in the Plan shall be in writing and shall be deemed\nto have been duly given when delivered or mailed by United States registered\nmail, return receipt requested, postage prepaid, addressed, if to a Participant,\nto the address on file with the Company and, if to the Company, to the address\nset forth below, or to such other address as either party may have furnished to\nthe other in writing in accordance herewith, except that notice of change of\naddress shall be effective only upon actual receipt:\n\n               To the Company:\n\n               KB Home\n               10990 Wilshire Boulevard\n               Los Angeles, California 90024\n               Attention:  Senior Vice President, Human Resources\n\n        9.     CLAIMS PROCEDURES; EXPENSES.\n\n        9.1    Claim for Benefits. A Participant may file with the Committee a\nwritten claim for benefits under the Plan if the Participant believes that the\nCompany has not paid the Participant all amounts due under the Plan. The\nCommittee shall, within a reasonable time not to exceed ninety (90) days, unless\nspecial circumstances require an extension of time of not more than an\nadditional ninety (90) days (in which event a Participant will be notified of\nthe delay during the first ninety (90) day period), provide adequate notice in\nwriting to any Participant whose claim for benefits shall have been denied,\nsetting forth the following in a manner calculated to be understood by the\nParticipant: (i) the specific reason or reasons for the denial; (ii) specific\nreference to the provision or provisions of the Plan on which the denial is\nbased; (iii) a description of any additional material or information required to\nperfect the claim, and an\n\nexplanation of why such material or information is necessary; and (iv)\ninformation as to the steps to be taken in order that the denial of the claim\nmay be reviewed. If written notice of the denial of a claim has not been\nfurnished to a Participant, and such claim has not been granted within the time\nprescribed in this Section 9.1 (including any applicable extension), the claim\nfor benefits shall be deemed denied.\n\n        9.2 Appeal of Denial. (A) A Participant whose claim for benefits shall\nhave been denied in whole or in part, may, within sixty (60) days from either\nthe receipt of the denial of the claim or from the time the claim is deemed\ndenied (unless the notice of denial grants a longer period within which to\nrespond), appeal such denial to Committee. In the event of a claim, the\nParticipant may, upon request, at this time review documents pertinent to his\nclaim and may submit written issues and comments.\n\n        (B) The Committee shall notify a Participant of its decision within\nsixty (60) days after an appeal is received, unless special circumstances\nrequire an extension of time of not more than an additional sixty (60) days (in\nwhich event a Participant will be notified of the delay during the first sixty\n(60) day period). Such decision shall be given in writing in a manner calculated\nto be understood by the Participant and shall include the following: (i)\nspecific reasons for the decision; and (ii) specific reference to the provision\nor provisions of the Plan on which the decision is based.\n\n        9.3 Expenses, Legal Fees. If a Participant commences a legal action to\nenforce any of the obligations of the Company under this Plan and it is\nultimately determined that the Participant is entitled to any payments or\nbenefits under this Plan, the Company shall pay the Participant the amount\nnecessary to reimburse the Participant in full for all reasonable expenses\n(including reasonable attorneys' fees and legal expenses) incurred by the\nParticipant with respect to such action.\n\n        10.  MISCELLANEOUS.\n\n        10.1 No Waiver. No waiver by the Company or any Participant, as the case\nmay be, at any time of any breach by the other party of, or of any lack of\ncompliance with, any condition or provision of this Plan to be performed by such\nother party shall be deemed a waiver of similar or dissimilar provisions or\nconditions at the same or at any prior or subsequent time. All other plans,\npolicies and arrangements of the Company in which the Participant participates\nduring the term of this Plan shall be interpreted so as to avoid the duplication\nof benefits paid hereunder.\n\n        10.2 No Right to Employment. Nothing contained in this Plan or any\ndocuments relating to the Plan shall (i) confer upon any Participant any right\nto continue in the employ of the Company or a subsidiary, (ii) constitute any\ncontract or agreement of employment, or (iii) interfere in any way with the\nright of the Company to terminate the Participant's employment at any time, with\nor without Cause.\n\n        10.3 Termination and Amendment of Plan. Prior to a Change in Control,\nthe Board shall have the right to amend or terminate the Plan and to add or\nremove Participants from time to time, in its sole and absolute discretion. From\nand after the date of a Change in Control, the Board shall not have the right to\nterminate the Plan or amend it any manner which adversely affects the rights of\nany Participant unless the Company has obtained the prior written consent of\neach affected Participant. Notwithstanding the foregoing, the Plan shall\nautomatically terminate on the date following the termination of the Protected\nPeriod, provided that all obligations accrued by Participants prior to such\ntermination of the Plan must be satisfied in full in accordance with the terms\nhereof.\n\n        10.4 Benefits not Assignable. Except as otherwise provided herein or by\nlaw, no right or interest of any Participant under the Plan shall be assignable\nor transferable, in whole or in part, either directly or by operation of law or\notherwise, including without limitation by execution, levy, garnishment,\nattachment, pledge or in any manner; no attempted assignment or transfer thereof\nshall be effective; and no right or interest of any Participant under the Plan\nshall be liable for, or subject to, any obligation or liability of such\nParticipant. When a payment is due under this Plan to a Participant who is\nunable to care for his or her affairs, payment may be made directly to his or\nher legal guardian or personal representative.\n\n        10.5 Tax Withholding. All amounts payable hereunder shall be subject to\napplicable federal, state and local tax withholding.\n\n        10.6 Delaware Law. This Plan shall be construed, interpreted and the\nrights of the parties determined in accordance with the laws of the State of\nDelaware (without regard to the conflicts of laws principles thereof), to the\nextent not preempted by federal law, which shall otherwise control.\n\n        10.7. Validity. The invalidity or unenforceability of any provision of\nthis Plan shall not affect the validity or enforceability of any other provision\nof this Plan, which shall remain in full force and effect. If this Plan shall\nfor any reason be or become unenforceable by either party, this Plan shall\nthereupon terminate and become unenforceable by the other party as well.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7964],"corporate_contracts_industries":[9480],"corporate_contracts_types":[9539,9551],"class_list":["post-38611","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-kb-home","corporate_contracts_industries-construction__contractors","corporate_contracts_types-compensation","corporate_contracts_types-compensation__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38611","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38611"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38611"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38611"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38611"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}