Employment Agreement with Catherine Hemmer


  Exhibit 10.12
 EMPLOYMENT
AGREEMENT
 Employment Agreement dated as of April 8, 2002, (the “effective date”) between Time Warner Telecom, Inc., (the “Company”), and the employee
whose name appears on the last page hereof (the “Employee”). The Company shall employ the Employee on the following terms and conditions:
 1.     Term. The Company hereby employs Employee and Employee hereby accepts such employment upon the terms and conditions hereof for an
initial term commencing on the “Effective Date” and ending, subject to renewal or termination as provided herein, on the third anniversary of the Effective Date (the “Initial Term”); provided, however, that this Agreement shall
automatically continue for successive one month periods thereafter (each such period being an “Additional Term”) unless either party has delivered written notice of termination to the other party no later than six months prior to the end
of the Initial Term or 60 days prior to the end of any Additional Term. Sections 8, 10 through 22 and 24 through 28 shall survive any termination of Employee’s employment under this Agreement. The Employee hereby covenants that as of the
Effective Date any agreement between Employee and the Company, or any of it’s affiliates, entered into prior to the date hereof, relating to Employee’s employment with such entity, shall terminate as of, or have been terminated prior to,
the Effective Date.
 2.     Duties. Employee shall
serve as Executive Vice President- Corporate Operations or subject to Section 5, in such other senior management position as the Company shall determine. Subject to the foregoing, Employee shall perform such duties as may be assigned by the Company
to Employee from time to time, and shall travel for business purposes to the extent reasonably necessary or appropriate in the performance of such duties.
 Employee shall perform such duties on a full time basis (subject to the Company’s written policies on vacations, illness, government service, etc. applicable to employees at Employee’s level in effect from time to time),
provided, however, that Employee shall not be precluded from devoting such time to personal affairs as shall not interfere with the performance of his or her duties hereunder. In performing his or her
duties hereunder, Employee shall comply with the Company’s policies and procedures in effect from time to time. Unless Employee otherwise consents, the headquarters for the performance, of Employee’s services shall be the principal
executive offices of the Company and /or the Denver area, subject to such reasonable travel as may be appropriate or required in the performance of Employee’s duties in the business of the Company.
 3.     Compensation. The Company shall pay or cause to be paid to Employee, during the term
of employment, an annual salary in respect of each calendar year at the rate of not less than $ 265,000 per annum. The Company may increase, but not decrease, such annual salary at any time and from time to time during the term of employment. In
addition to annual salary, Employee may be entitled to receive an annual bonus in respect of each calendar year based on a target percentage of the salary paid to Employee during
 

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  such calendar year of 75%. Subject to Section 5, and the second paragraph of this Section 3, Employee acknowledges that his or her actual annual bonus may
vary and range from 0%  to 150% of the target amount, depending on actual performance of the Company and Employee.
 Subject to Section 5 and the
second sentence of this Section 3, the Company shall determine, in its sole discretion, the amount of any salary increase, the amount of any annual bonus and whether to increase the target percentage of Employee’s annual bonus. The payment of
any bonus compensation shall be made in accordance with the Company’s then current practices and policies, including without limitation, less the usual required payroll deductions and withholding.
 The Company shall pay or reimburse Employee, in accordance with Company policies applicable to employees at Employee’s level, for all travel, entertainment and other business expenses actually
incurred or paid by Employee in the performance of his or her duties hereunder, if properly substantiated and submitted.
 4.     Benefits. Employee shall be eligible to participate in any pension, profit-sharing, employee stock ownership, vacation,
insurance, hospitalization, medical, health, disability and other employee benefit or welfare plan, program or policy whether now existing or established hereafter (collectively, the “Benefit Plans”), to the extent that employees at
Employee’s level are generally deemed eligible under the general provisions thereof. The Company reserves the right to amend or cancel any such Benefit Plan in its sole discretion.
 5.     Termination by Employee Following a Change in Control.
 (a)     Provided that notice of termination has not previously been given under any other Section hereof, Employee shall have the right to terminate his or her employment with the Company under
this Agreement for cause upon 30 days prior written notice delivered to the Company at any time within 180 days after Employee has actual knowledge of the occurrence of any of the following events following a Change in Control, indicating in such
notice which event has occurred:
 A.     A change in the location of Employee’s office or of the Company’s principal
executive offices to a place which is more than 50 miles from the location of Employee’s office or the location of the Company’s principal executive offices immediately prior to the occurrence of a Change in Control;
 B.     A material reduction in Employee’s decision-making, budgetary, operating, staff and other responsibilities, taken as a whole, from such
responsibilities immediately prior to the occurrence of a Change in Control, or a change in the person or persons to whom Employee reported immediately prior to the occurrence of a Change in Control, to a person or persons of lesser rank, title or
responsibility; or
 

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  C.     Any material breach of this Agreement by the Company.
 (b)     Upon the expiration of the 30-day notice period provided in Section 5(a), Employee shall be relieved of his or her management position with the Company and his or her
duties hereunder. In the notice delivered by Employee to the Company pursuant to Section 5(a), Employee shall elect either (A) to terminate his or her employment with the Company, in which case Employee shall receive: (x) subject to the terms
thereof, all benefits which may be due to Employee under the provisions of any Benefit Plan; and (y) in a lump sum severance payment, within 30 days following the effective date of such termination, the present value (using the discount rate
described below) of an amount equal to the sum of the annual salary at the rate in effect on the date of termination of employment or immediately prior to the Change in Control, whichever is greater, plus an annual bonus in a minimum amount equal to
Employee’s then applicable target bonus amount or the Employee’s applicable target bonus amount in effect immediately prior to the Change in Control, whichever is greater, for the remainder of the existing term of this Agreement, without
any further renewal or continuation, provided that such amount shall be not less than the sum of such salary and bonus prorated for a 18-month period, or (B) to remain an employee of the Company for a period (as determined by Employee) of up to 18
months following the date notice of termination is given by Employee pursuant to Section 5(a), in which case Employee shall be relieved of his or her management position with the Company and his or her duties hereunder, and shall (i) continue to
receive both salary, based on a rate equal to his or her annual rate in effect on the date of termination of employment or immediately prior to the Change in Control, whichever is greater, and annual bonus in respect of such period (in each case
payable within 30 days after the end of the respective calendar year and prorated for any portion of a year), each such bonus to be based on an amount equal to Employee’s then applicable target bonus amount or the Employee’s applicable
target bonus amount in effect immediately prior to the Change in Control, whichever is greater, and (ii) receive a discounted lump sum payment pursuant to Section 5(b)(A)(y) for any portion of the term of employment remaining after such period;
provided, however, that if Employee accepts full-time employment with any other corporation, partnership, trust, government or other entity (“Entity”) during such period or notifies the
Company in writing of his or her intention to terminate his or her employment during such period, Employee shall cease to be an employee of the Company effective upon the commencement of such employment or the effective date of such termination as
specified by Employee in such notice, and shall be entitled to receive, subject to the terms thereof, all benefits due to Employee under the provisions of any Benefit Plan and a discounted lump sum cash payment for the balance of the salary and
bonus Employee would have been entitled to receive pursuant to this Section 5(b)(B) had Employee remained on the Company’s payroll until the end of the Initial Term or such 18 month period whichever is greater, provided, further, however, that Employee shall not be entitled to receive any such lump sum cash payment if he or she
accepts full-time employment with any subsidiary or Affiliate of the Company. For purposes of this Agreement, the term “Affiliate” shall mean an Entity
 

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  which, directly or indirectly, controls, is controlled by or is under common control with the Company or Time Warner Inc (“ TWI”).
 In addition, whether Employee elects 5(b)(A) or 5(b)(B), for a period of the earlier of one year from the date of termination of employment or the date Employee is eligible
to receive health benefits by virtue of other employment. Employee shall receive continued eligibility and enrollment (including family coverage, if any), without a premium charge therefor, in hospital, medical and dental insurance plans providing
substantially equivalent benefit coverage to those plans in which Employee was enrolled immediately prior to the Change in Control unless waived in writing by Employee (or, in the event such coverage cannot be provided, substantially similar
benefits).
 Any lump sum payments required to be made pursuant to this Section 5(b) shall be discounted to present value from the times at which such amounts
would have been paid absent any such termination at an annual discount rate for the relevant period equal to the “applicable Federal rate” (within the meaning of Section 1274(d) of the Internal Revenue Code of 1986 (the “Code”)),
compounded semi-annually, in effect on the date of such termination, the use of which rate is hereby elected by the Company and Employee pursuant to Treas. Reg. § 1.28OG- I Q/A32 (provided that in the event such election is not permitted, such
other rate determined as of such other date as is applicable for determining present value under Section 280G of the Code shall be used).
 6.     Termination by Company.
 (a)     For Cause. Provided that notice of termination has not previously been given under any other Section hereof, the Company shall have the right to terminate
Employee’s employment for cause upon written notice to Employee at any time. In such event, Employee’s employment with the Company shall terminate immediately and Employee shall be entitled to receive (i) any earned and unpaid salary
accrued through the date of such termination, and (ii) subject to the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her
annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction
(treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s
material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under
this Agreement (ii) such notice is the first such notice of termination for any reason delivered by the Company to the Employee under this Section 6(a), and (iii) within 10 days following the date of such notice the Employee shall cease his or her
refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effective.
 

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  (b)     Other. Provided that notice of termination has not
previously been given under any other Section hereof, the Company shall have the right at any time to terminate Employee’s employment under this Agreement without cause, by giving written notice thereof to Employee.
 (i)     If such notice is so given to Employee, Employee shall be entitled to receive subject to the terms thereof, all benefits which may be due to
Employee under the provisions of any Benefit Plan and to elect, within 30 days after receiving such notice, to receive either a lump sum severance payment in the amount, and upon the terms and conditions, provided in Section 5(b)(A) and calculated
as set forth in the last paragraph of Section 5(b), or to remain an employee of the Company upon the terms and conditions provided in Section 5(b)(B); provided, however, that (i) any reference therein to Section 5(a) shall be deemed for purposes of this Section 6(b) to be a reference to this Section 6(b)(i), and (ii) if a Change in Control has not occurred, then (x)
Employee’s salary shall be determined with reference to his or her then current annual salary and (y) Employee’s annual bonus shall equal at least the Employee’s target amount immediately prior to Employee’s termination under
this Section 6(b)(i).
 (ii)     For the period beginning when Employee receives notice of termination from the Company pursuant to
this Section 6(b), and ending six months thereafter, Employee will, without charge to Employee, have use of reasonable office space and reasonable office Facilities at Employee’s principal job location immediately prior to his or her
termination of employment, or other location reasonably close to such location, together with reasonable secretarial services in each case appropriate to an employee of Employee’s position and responsibilities prior to such termination of
employment but taking into account Employee’s reduced need for such office space and secretarial services. Employee will continue to be eligible to participate in the Company’s Benefit Plans and to receive, subject to the terms thereof,
all benefits, which are received by other employees at Employee’s level thereunder other than options or similar equity-based or incentive awards.
 (iii)     In the event that Employee’s employment is terminated prior to the occurrence of a Change in Control, or more than three years following a Change in Control, then, in partial consideration for the
Company’s obligation to make the payments described in this Section 6(b), Employee shall execute and deliver to the Company a release in the form as set forth in Exhibit A. The Company shall deliver such release to Employee at the time the
Company delivers notice of termination pursuant to this Section 6(b). Employee shall execute and deliver such release to the General Counsel of the Company within 21 days of receipt of notice of termination. If Employee shall fail to execute and
deliver to the Company such release within 30 days of Employee’s receipt thereof from the Company, Employee’s employment with the Company shall terminate effective at the end of such 30-day period and Employee shall receive, in lieu of the
severance arrangements described in Section 6(b), a lump sum cash payment in an amount determined in accordance with the personnel policies of the Company then applicable.
 

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  7.     Death; Disability.
 (a)     Death. If Employee shall die
while employed by the Company. Employee’s employment under this Agreement shall thereupon terminate and Employee’s estate or beneficiaries, as the case may be, shall be entitled to receive as promptly as practicable but in any event within
30 days after reasonably satisfactory evidence of Employee’s death is received by the Company (i) any earned and unpaid salary accrued to Employee through the period ending 30 days following the date of Employee’s death and a pro rata
portion of the target annual bonus amount in effect immediately prior to Employee’s death; and (ii) subject to the terms thereof, any benefits which may be due to Employee’s estate or beneficiaries under the provisions of any Benefit
Plan.
 (b)     Disability. Provided that notice of
termination has not previously been given under any Section hereof, if employee becomes ill or is injured or disabled during the term of this Agreement such that Employee fails to perform all or substantially all the duties to be rendered hereunder
and such failure continues for a period in excess of 26 consecutive weeks (a “Disability”), the Company may terminate the employment of Employee under this Agreement upon written notice to Employee at any time and thereupon Employee shall
be entitled to receive (i) any earned and unpaid salary accrued through the date of such termination; (ii) subject to the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit Plan; and (iii) a lump sum cash
payment equal to the sum of 75% of Employee’s then current annual salary and then applicable target annual bonus amount prorated for a 18-month period, less the amount of any disability insurance proceeds payable to Employee under any
disability insurance policy or program covering Employee.
 8.     Stock Options and Other Incentive Awards. Upon Employee’s termination of employment with the Company for any reason,
Employee’s rights to benefits and payments under any stock options, restricted shares or other incentive plans shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock options,
restricted shares or other awards
 were granted.
 9.     Change in
Control. For purposes of this Agreement, a “Change in Control” of the Company shall be deemed to have occurred at such time as the Founding Stockholders (and their respective
affiliates) as a group cease to have the ability to elect a majority of the directors on the Board of Directors of the Company (other than the chief executive officer of the Company and independent directors; provided that independent directors
shall be included in calculating whether the foregoing majority requirement is satisfied if the directors nominated by the Founding Stockholders (and their respective affiliates) do not constitute a majority of the committee that selects the Board
of Director’s nominees for independent directors) and a “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act) (other than the
Founding Stockholders and their respective affiliates) has become the ultimate “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of more than 35% of the total voting power of the voting interests of the
 

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  Company on a fully diluted basis and such ownership represents a greater percentage of the total voting power of the voting interests of the Company, on a
fully diluted basis, than is held by the Founding Stockholders (and their respective affiliates) as a group on such date.
 10.     TradeSecrets; WorkProducts, Etc. Except in connection with the performance of his or her duties hereunder, Employee hereby
expressly covenants and agrees that Employee will not at any time while employed by the Company or thereafter, exploit, use, sell, publish, disclose, communicate or divulge to any person or Entity, other than the Company and its subsidiaries, either
directly or indirectly, any trade secrets or confidential information, knowledge or data regarding the Company or any of its subsidiaries or Affiliates or any of their respective officers, directors or employees including, without limitation, the
existence and terms of this Agreement, other than such information, knowledge or data which has been released by the Company or such subsidiaries, Affiliates or others to the Public (except that with respect to the terms of this Agreement Employee
may communicate such terms to Employee’s spouse and Employee’s attorneys and financial advisors). Notwithstanding the foregoing, Employee may disclose such trade secrets or confidential information, knowledge, data or terms when required
to do so by a court or government agency or legislative body of competent jurisdiction, provided Employee first notifies the Company orally and in writing as promptly as possible of such requirement so that the Company may either seek an appropriate
protective order or waive compliance with the provisions of this Section, and provided further that if, in the absence of such protective order or waiver, Employee is nevertheless, in the written opinion of his or her counsel, reasonably acceptable
to the Company addressed to and delivered to the Company, otherwise required to disclose such information to any such court, government agency or legislative body or else stand liable for contempt or suffer other material penalty, Employee may
disclose such information in such case without liability hereunder so long as such disclosure does not exceed that required by such court government agency or legislative body.
 Employee hereby grants and assigns to the Company all rights (including, without limitation, any copyright or patent) in the results and proceeds of all services provided by Employee hereunder and all such services
shall be subject in all respects to the supervision, control and direction of the Company. Any work in connection with such services shall be considered “work made for hire” under the Copyright Law of 1976 or any successor thereof, and the
Company shall be the owner of such work as if the Company were the author of such work.
 11.     Non-Compete; Solicitation. Employee hereby expressly covenants and agrees that:
 (a)     Employee will not at any time during the Term of employment (including any period during which Employee remains on the Company payroll pursuant to Section 5 (b)(B) ) and for a period of one year following the
date a notice of termination of Employee’s employment is effective ( i.e., Employee is no longer considered an employee for payroll purposes ) as provided herein, be or become an officer, director, partner or
 

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  employee of or consultant to or act in any managerial capacity with or own any equity interest in any Entity (an “Affiliated Person”) which is a
“Competitive Business Entity” (as such term is defined on Exhibit B hereto); provided, however, that (i) ownership of less than 1% of the
outstanding equity securities of any Entity listed on any national securities exchange or traded on the National Association of Securities Dealers Automated Quotation System shall not be prohibited hereby, and (ii) in the event Employee is
terminated pursuant to Section 6(b) and notice of termination is so given to Employee following the occurrence of a Change in Control, Employee is hereby permitted to accept employment with any Founding Stockholder and such employment shall not
violate the provisions of this Section 11.
 (b)     Employee will not at any time during the Term of employment and for a period of
one year after the date a notice of termination of Employee’s employment is effective as provided herein, solicit (or assist or encourage the solicitation of) any employee of the Company or any of its subsidiaries or Affiliates to work for
Employee or for any Entity in which Employee owns or expects to own more than a 1% equity interest or for which Employee serves or expects to serve as an Affiliated Person.
 For the purposes of this Section II (b), the term “solicit any employee” shall mean Employee’s contacting, or providing information to others who may be expected to contact any employee of the Company or
any of its subsidiaries or Affiliates regarding their employment status, job satisfaction, interest in seeking employment with Employee or any Affiliated Person or any related matter, but shall not include general print advertising for personnel or
responding to an unsolicited request for a personal recommendation for or evaluation of an employee of the Company or any of its subsidiaries or Affiliates.
 12.     Documents; Conduct. Employee hereby expressly covenants and agrees that:
 (a)     Following termination of Employee’s employment with the Company for any, reason or at any time upon the Company’s request Employee will promptly return to
the Company all property of the Company and its subsidiaries and Affiliates in his or her possession or control (whether maintained at his or her office, home or elsewhere), including, without limitation, all copies of all management studies,
business or strategic plans, budgets, notebooks and other printed, typed or written materials, documents, diaries, calendars and data of or relating to the Company or its subsidiaries or Affiliates or their respective personnel or affairs;
and
 (b)     Employee will not at any time denigrate, ridicule or intentionally criticize the Company or any of its subsidiaries or
Affiliates or any of their respective products, properties, employees, officers or directors, including, without limitation, by way of news interviews, or the expression of personal views, opinions or judgments to the news media.
 13.     Breach by Employee. Employee hereby expressly covenants
and agrees that the Company will suffer irreparable damage in the event any provisions of Sections 10, II and 12 are not performed or are otherwise breached and that the Company shall be
 

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  entitled as a matter of right to an injunction or injunctions and other relief to prevent a breach or violation by Employee and to secure its enforcement of
Section 10, 11 and 12 resort to such equitable relief, however, shall not constitute a waiver of any other rights or remedies which the Company may have.
 14.     Representations.
 (a)     Employee represents and warrants to the Company that this Agreement is legal, valid and binding upon Employee and Employee is not a party to any agreement or understanding which would prevent the fulfillment
by Employee of the terms of this Agreement. Employee has consulted with his or her legal, tax, financial and other advisors, to the extent desired, prior to execution and delivery of this Agreement.
 (b)     The Company represents and warrants to Employee that this Agreement is legal, valid and binding upon the Company and the Company is not a party to any agreement or
understanding which would prevent the fulfillment by the Company of the terms of this Agreement.
 15.     Notice. Any notice required or permitted to be given hereunder shall be in writing (except where required to be given orally) and shall be sufficiently given or sent by registered or
certified mail or delivered, in person, if to Employee at the address set forth on the last paragraph hereof, or at such other address as Employee shall designate by written notice to the Company, and if to the Company at 5700 South Quebec Street,
Greenwood Village, CO 80111 attention of the General Counsel or at such other address as the Company shall designate by written notice to Employee.
 16.     Successors and Assigns. This Agreement is personal in its nature and neither of the parties hereto shall, without the consent of
the other, assign or transfer this Agreement or any right or obligations hereunder; provided however, that the provisions hereof shall inure to the benefit of, and be binding upon, any successor of the
Company, whether by merger, consolidation, transfer of all or substantially all of the assets of the Company, or otherwise.
 17.     Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State Colorado
irrespective of its conflicts of law rules, except for the By-laws referred to in Section 26, which shall be governed by and construed and enforced in accordance with the laws of the State of Colorado. To the extent that any applicable state or
Federal law, rule or regulation confers upon Employee any greater benefit or right than that set forth in this Agreement, such law, rule or regulation shall control in lieu of the provisions hereof relating to such benefit or right.
 18.     Mitigation. Employee shall have no obligation to mitigate
damages in the event of termination of Employee’s employment under this Agreement under Section 5(a), 6(b) or 7, other than as necessary to prevent the Company from losing any tax deductions to which it otherwise would have been entitled for
any payments deemed to
 

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  be “contingent on a change” under the Code and any payments received by Employee hereunder shall not be offset or reduced in any way by any other
earnings or payments which may be received by Employee from any source, except as provided by this Section 18. It is acknowledged and agreed that any payment which may be made by the Company to Employee under Section 5(b), 6(b) or 7 is in the nature
of severance and is not a penalty payment.
 19.     Withholding.
All payments required to be paid by the Company to Employee under this Agreement will be paid in accordance with the payroll practices of the Company or the terms of the Benefit Plans, as the case may be, and will be subject
to withholding taxes, social security and other payroll deductions in accordance with the Company’s policies applicable to employees at Employee’s level and the terms of the Benefit Plan.
 20.     Complete Understanding. This Agreement supersedes any prior contracts,
understandings, discussions and agreements relating to employment between Employee, on the one hand, and the Company and its subsidiaries and Affiliates, on the other, and constitutes the complete understanding between the parties with respect to
the subject matter hereof. No statement, representation, warranty or covenant has’ been made by either party with respect thereto except as expressly set forth herein.
 21.     Modification: Waiver. This Agreement cannot be changed, modified or amended and no provision or
requirement hereof may be waived without the consent in writing of both the parties hereto. No waiver by either party at any time of any breach by the other party of any condition or provision of this Agreement shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent time. Subject to Section 28, no policy, procedure or practice of the Company whether now or hereafter in effect shall be deemed to modify, mend or supersede any provision
of this Agreement except as contemplated or provided otherwise in this Agreement.
 22.     Headings. The headings in this Agreement are for convenience of reference only and shall not control or affect the meaning or construction of this Agreement.
 23.     Use of Likeness. The Company shall have the right to use
Employee’s name, biography and likeness in connection with their respective businesses and that of their subsidiaries and Affiliates, but not for use as a direct endorsement.
 24.     Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement which shall remain in full force and effect.
 25.     Set-off. The Company and its subsidiaries and Affiliates shall have no right to set-off payments owed to Employee hereunder
against amounts owed or claimed
 

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  to be owed by Employee to the Company or its subsidiaries or Affiliates under this Agreement or otherwise.
 26.     Indemnification. The Company shall indemnify Employee to no lesser extent than
provided in the Company’s By-laws on the date hereof (the provisions of which are hereby incorporated by reference herein), notwithstanding any changes or amendments to such By-laws after the date hereof adversely affecting, limiting or
reducing such indemnification.
 27.     Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.
 28.     Changes. Subject to Section 5, the Company and its subsidiaries and Affiliates are entitled to amend,
modify, terminate or otherwise change at any time or from time to time any and all Benefit Plans and policies, practices or procedures referred to in this Agreement and all references herein to such Benefit Plans and policies, practices and
procedures shall be to such as from time to time in effect prior to a Change in Control except as otherwise specifically herein provided.
 29.     Beneficiaries. Whenever this Agreement provides for any payment to the Employee’s estate, such payment may be made instead
to such beneficiary or beneficiaries as the Employee may designate in writing (using the form of Beneficiary Designation attached hereto as Exhibit C) and file with the Company. The Employee shall have
the right to revoke such Beneficiary Designation and redesignate a beneficiary by filing with the Company (and any applicable insurance company) a later dated Beneficiary Designation to such effect.
 

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  IN WITNESS WHEREOF, Employee and the Company have caused this Agreement to be executed as of the date first above written.

	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	 By:
 	 
 /s/ LARISSA HERDA
 
	  
 	  
 	  
 	  
 	 
 
	  
 	  
 	  
 	 Title: 
 	 Chairman, President and Chief Executive Officer
 

 
 Agreed to and accepted as of
the date first above written

	  
 	  
 	  
 	  
 	  
 
	  
 	 
 /s/ CATHERINE A. HEMNER
 	  
 	  
 	  
 
	  
 	 
 	  
 	  
 	  
 
	 Name: 
 	 Catherine A. Hemner
 	  
 	  
 	  
 
	 Title: 
 	 Executive Vice President – Corporate Operations & Engineering
 	  
 	  
 	  
 

  
 
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