Lexmark 2012 Annual Report Download - page 182

paid to Executive after the Date of Termination in accordance with the Company’s normal payroll practices; and (ii) the obligation to pay to Executive all
accrued and unpaid amounts or benefits under any Company Plans through the Date of Termination, to the extent theretofore unpaid, which amounts
shall be paid to Executive after the Date of Termination in accordance with the Company’s normal payroll practices.
(c) Executive’s Death or Disability. If during the Post-Effective Period, the Company shall terminate Executive’s employment because of Executive’s
death or Disability, Executive (or Executive’s heirs) shall be entitled to death or long-term disability benefits, as the case may be, from the Company, no
less favorable than those benefits to which Executive (or Executive’s heirs) would have been entitled had the death or termination for Disability occurred
during the six (6) month period prior to the Effective Date. If at any time during the Post-Effective Period, but prior to a termination for Disability,
Executive is unable to perform his duties due to a Disability, Executive shall continue to receive a monthly base salary in an amount equal to Executive’s
monthly base salary in effect at the commencement of such disability until Executive’s employment is terminated as a result of Disability or Executive is
able to perform his duties, provided, however, that the amount of any such payments shall be reduced by any payments to which Executive may be
entitled for the same period because of the Disability under any other disability or pension plan of the Company.
(d) Parachute Payments. If any payment or benefit Executive would receive in connection with a Change of Control or otherwise (“Payment”) would
(i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed
by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount (as defined below). The “ Reduced
Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the
largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local
employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax
basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in
payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, unless otherwise determined by
the Lexmark or the Company no later than two (2) days prior the consummation of the Change of Control, the reduction shall occur in the manner that
results in the greatest economic benefit to Executive as determined in this paragraph. If more than one method of reduction will result in the same
economic benefit, the portions of the Payment shall be reduced pro rata.
The accounting firm engaged by the Company for general audit purposes as of the day prior to the Effective Date of the Change of Control shall perform
the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group
effecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The
Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder.
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