Common use of Accrued Benefits Clause in Contracts

Accrued Benefits. For purposes of this Agreement, the Executive’s “Accrued Benefits” shall include the following amounts, payable as described herein: (i) all base salary for the time period ending with the Termination Date; (ii) reimbursement for any and all monies advanced in connection with the Executive’s employment for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the time period ending with the Termination Date; (iii) any and all other cash earned though the Termination Date and deferred at the election of the Executive or pursuant to any deferred compensation plan then in effect; (iv) subject to any irrevocable deferral election then in effect, a lump sum payment of the bonus, incentive compensation and other compensation reportable on Form W-2 otherwise payable to the Executive with respect to the year in which termination occurs under all bonus or incentive compensation plan or plans of the Company in which the Executive is a participant; and (v) all other payments and benefits to which the Executive may be entitled as compensatory fringe benefits or under the terms of any benefit plan of the Company, including severance payments under the Company’s severance policies and practices as in effect immediately prior to the Change in Control of the Company. Payment of Accrued Benefits shall be made promptly in accordance with the Company’s prevailing practice with respect to Subsections (i) and (ii) (provided that reimbursements due under clause (ii) must be completed no later than the end of the second calendar year following the year in which the Executive’s Separation from Service occurs) or, with respect to Subsections (iii), (iv) and (v), pursuant to the terms of the benefit plan or practice establishing such benefits.

Accrued Benefits. For purposes of this Agreement, the ExecutiveEmployee’s “Accrued Benefits” shall include the following amounts, payable as described herein: (i) all base salary for the time period ending with the Termination Date; (ii) reimbursement for any and all monies advanced in connection with the ExecutiveEmployee’s employment for reasonable and necessary expenses incurred by the Executive Employee on behalf of the Company for the time period ending with the Termination Date; (iii) any and all other cash earned though through the Termination Date and deferred at the election of the Executive Employee or pursuant to any deferred compensation plan then in effecteffect (which deferrals shall be paid in accordance with the applicable terms of such deferred compensation plan); (iv) subject to any irrevocable deferral election then in effect, a lump sum payment of the bonus, bonus or incentive compensation and other compensation reportable on Form W-2 otherwise payable to the Executive Employee with respect to the year in which termination occurs under all bonus or incentive compensation plan or plans of the Company in which the Executive Employee is a participant; and (v) all other payments and benefits to which the Executive Employee (or in the event of the Employee’s death, the Employee’s surviving spouse or other beneficiary) may be entitled as compensatory fringe benefits or under the terms of any benefit plan of the Company, including excluding any other severance payments under the Company’s any Company severance policies and practices as policy, practice or agreement in effect immediately prior to the Change in Control of the Company. Payment of Accrued Benefits shall be made promptly in accordance with the Company’s prevailing practice with respect to Subsections (i9(a)(i) and (ii) (provided that reimbursements due under clause (ii) must be completed no later than the end of the second calendar year following the year in which the Executive’s Separation from Service occurs) or, with respect to Subsections (iii), (iv) and (v), pursuant to the terms of the benefit plan or practice establishing such benefitsbenefits with respect to Subsections 9(a)(iii) and (v), and, with respect to Subsection 9(a)(iv), (i) for payments not exempt from Code Section 409A, as of the same time as the Termination Payment or (ii) for payments exempt from Code Section 409A, as of the time payments are made to covered participants generally under such plan.

Accrued Benefits. For purposes of this Agreement, the Executive’s “Accrued Benefits” shall include the following amounts, payable as described herein: (i) all base salary for the time period ending with the Termination Date; (ii) reimbursement for any and all monies advanced in connection with the Executive’s employment for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the time period ending with the Termination Date; (iii) any and all other cash earned though the Termination Date and deferred at the election of the Executive or pursuant to any deferred compensation plan then in effect; (iv) subject to any irrevocable deferral election then in effect, a lump sum payment of the bonus, incentive compensation and other compensation reportable on Form W-2 W‑2 otherwise payable to the Executive with respect to the year in which termination occurs under all bonus or incentive compensation plan or plans of the Company in which the Executive is a participant; and (v) all other payments and benefits to which the Executive may be entitled as compensatory fringe benefits or under the terms of any benefit plan of the Company, including severance payments under the Company’s severance policies and practices as in effect immediately prior to the Change in Control of the Company. Payment of Accrued Benefits shall be made promptly in accordance with the Company’s prevailing practice with respect to Subsections (i) and (ii) (provided that reimbursements due under clause (ii) must be completed no later than the end of the second calendar year following the year in which the Executive’s Separation from Service Termination Date occurs) or, with respect to Subsections (iii), (iv) and (v), pursuant to the terms of the benefit plan or practice establishing such benefits.

Accrued Benefits. For purposes of this Agreement, the Executive’s The term “Accrued Benefits” shall include the following amounts, payable as described herein: (i) all base salary for the time period ending with the Termination Date; (ii) reimbursement for any and all monies advanced in connection with the Executive’s employment for reasonable and necessary expenses incurred by the Executive on behalf of the Company Employer for the time period ending with the Termination Date; (iii) any and all other cash earned though through the Termination Date and deferred at the election of the Executive or pursuant to any deferred compensation plan then in effect; (iv) notwithstanding any provision of any bonus or incentive compensation plan applicable to the Executive, but subject to any irrevocable deferral election then in effect, a lump sum payment amount, in cash, of the bonus, incentive compensation and other compensation reportable on Form W-2 otherwise payable to the Executive with respect to the year in which termination occurs under all any bonus or incentive compensation plan that has been allocated or plans of the Company in which awarded to the Executive is for a participantfiscal year or other measuring period under the plan that ends prior to the Termination Date but has not yet been paid (pursuant to Section 5(f) or otherwise); and (v) all other payments and benefits to which the Executive (or in the event of the Executive’s death, the Executive’s surviving spouse or other beneficiary) may be entitled on the Termination Date as compensatory fringe benefits or under the terms of any benefit plan of the CompanyEmployer, including excluding severance payments under the Company’s any Employer severance policies and practices as policy, practice or agreement in effect immediately prior to on the Change in Control of the CompanyTermination Date. Payment of Accrued Benefits shall be made promptly in accordance with the Company’s prevailing practice with respect to Subsections clauses (i) and (ii) (provided that reimbursements due under clause (ii) must be completed no later than the end of the second calendar year following the year in which the Executive’s Separation from Service occurs) or, with respect to Subsections clauses (iii), (iv) and (v), pursuant to the terms of the benefit plan or practice establishing such benefits.

Accrued Benefits. For purposes of this Agreement, the Executive’s “Accrued Benefits” shall include the following amounts, payable as described herein: (i) all base salary for the time period ending with the Termination Date; (ii) reimbursement for any and all monies advanced in connection with the Executive’s employment for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the time period ending with the Termination Date; (iii) any and all other cash earned though the Termination Date and deferred at the election of the Executive or pursuant to any deferred compensation plan then in effect; (iv) subject to any irrevocable deferral election then in effect, a lump sum payment of the bonus, incentive compensation and other compensation reportable on Form W-2 otherwise payable to the Executive with respect to the year in which termination occurs under all bonus or incentive compensation plan or plans of the Company in which the Executive is a participant; and (v) all other payments and benefits to which the Executive may be entitled as compensatory fringe benefits or under the terms of any benefit plan of the Company, including severance payments under the Company’s severance policies and practices as in effect immediately prior to the Change in Control of the Company. Payment of Accrued Benefits shall be made promptly in accordance with the Company’s prevailing practice with respect to Subsections (i) and (ii) (provided that reimbursements due under clause (ii) must be completed no later than the end of the second calendar year following the year in which the Executive’s Separation from Service Termination Date occurs) or, with respect to Subsections (iii), (iv) and (v), pursuant to the terms of the benefit plan or practice establishing such benefits.

Accrued Benefits. For purposes of this Agreement, the Executive’s “Accrued Benefits” shall include the following amounts, payable as described herein: (i) all base salary for the time period ending with the Termination Date; (ii) reimbursement for any and all monies advanced in connection with the Executive’s employment for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the time period ending with the Termination Date; (iii) any and all other cash earned though the Termination Date and deferred at the election of the Executive or pursuant to any deferred compensation plan then in effect; (iv) subject to any irrevocable deferral election then in effect, a lump sum payment of the bonus, incentive compensation and other compensation reportable on Form W-2 otherwise payable to the Executive with respect to the year in which termination occurs under all bonus or incentive compensation plan or plans of the Company in which the Executive is a participant; and (v) all other payments and benefits to which the Executive may be entitled as compensatory fringe benefits or under the terms of any benefit plan of the Company, including severance payments under the Company’s severance policies and practices as in effect immediately prior to the Change in Control of the Company. Payment of Accrued Benefits shall be made promptly in accordance with the Company’s prevailing practice with respect to Subsections (i) and (ii) (provided that reimbursements due under clause (ii) must be completed no later than the end of the second calendar year following the year in which the Executive’s Separation from Service occurs) or, with respect to Subsections (iii), (iv) and (v), pursuant to the terms of the benefit plan or practice establishing such benefits.

Accrued Benefits. For purposes of this Agreement, the Executive’s “Accrued Benefits” shall include the following amounts, payable as described herein: (i) all base salary Annual Base Salary for the time period ending with the Termination Date; (ii) reimbursement for any and all monies advanced in connection with the Executive’s employment for reasonable and necessary expenses incurred by the Executive on behalf of the Company Employer for the time period ending with the Termination Date; (iii) any and all other cash earned though through the Termination Date and deferred at the election of the Executive or pursuant to any deferred compensation plan then in effect; (iv) subject to any irrevocable deferral election then in effect, a lump sum payment of the bonus, bonus or incentive compensation and other compensation reportable on Form W-2 otherwise payable to the Executive with respect to the year in which termination occurs under all bonus or incentive compensation plan or plans of the Company in which the Executive is a participant, but subject to any deferral election then in effect; and (v) all other payments and benefits to which the Executive (or in the event of the Executive’s death, the Executive’s surviving spouse or other beneficiary) may be entitled as compensatory fringe benefits or under the terms of any benefit plan of the CompanyEmployer, including excluding severance payments under the Company’s any Employer severance policies and practices as policy, practice or agreement in effect immediately prior to the Change in Control of the Company. Payment of Accrued Benefits shall be made promptly in accordance with the Company’s prevailing practice with respect to Subsections (i10(b)(i) and (ii) (provided that reimbursements due under clause (ii) must be completed no later than the end of the second calendar year following the year in which the Executive’s Separation from Service occurs) or, with respect to Subsections (iii10(b)(iii), (iv) and (v), pursuant to the terms of the benefit plan or practice establishing such benefits.

Accrued Benefits. For purposes of this Agreement, the Executive’s “Accrued Benefits” shall include the following amounts, payable as described herein: : (i) all base salary for the time period ending with the Termination Date; ; (ii) reimbursement for any and all monies advanced paid by the Executive in connection with the Executive’s employment for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the time period ending with the Termination Date; ; (iii) any and all other cash or other benefits earned though through the Termination Date and deferred at the election of the Executive or pursuant to any deferred compensation plan then in effect; ; (iv) subject to any irrevocable deferral election then in effect, a lump sum payment of the bonus, bonus or incentive compensation and other compensation reportable on Form W-2 otherwise payable to the Executive with respect to the year in which termination occurs occurs, or for any prior year or incentive period to the extent that such bonus or incentive compensation is otherwise payable to the Executive but has not been previously paid, under all any bonus or incentive compensation plan or plans of the Company in which the Executive is a participant; and provided that the foregoing shall not duplicate any payment to which the Executive is entitled under Section 8(b)(ii) with respect to the same period of service; and (v) all other payments and benefits to which the Executive (or in the event of the Executive’s death, the Executive’s surviving spouse or other beneficiary) may be entitled as compensatory fringe benefits or under the terms of any benefit plan of the Company, including other than severance payments under the Company’s (or the Employer’s) severance policies and practices as or practices, in the form most favorable to the Executive which were in effect at any time during the one hundred eighty (180) day period immediately prior to the Change in Control of the Company. Payment of Accrued Benefits shall be made promptly in accordance with Company or during the Company’s prevailing practice with respect to Subsections (i) and (ii) (provided that reimbursements due under clause (ii) must be completed no later than the end of the second calendar year following the year in which the Executive’s Separation from Service occurs) or, with respect to Subsections (iii), (iv) and (v), pursuant to the terms of the benefit plan or practice establishing such benefitsEmployment Period.

Accrued Benefits. For purposes of this Agreement, the Executive’s The term “Accrued Benefits” shall include the following amounts, payable as described herein: (i) all base salary for the time period ending with the Termination Date; (ii) reimbursement for any and all monies advanced in connection with the Executive’s employment for reasonable and necessary expenses incurred by the Executive on behalf of the Company Employer for the time period ending with the Termination Date; (iii) any and all other cash earned though through the Termination Date and deferred at the election of the Executive or pursuant to any deferred compensation plan then in effect; (iv) notwithstanding any provision of any bonus or incentive compensation plan applicable to the Executive, but subject to any irrevocable deferral election then in effect, a lump sum payment of the bonusamount, incentive compensation and other compensation reportable on Form W-2 otherwise payable in cash, equal to the Executive with respect to the year in which termination occurs under all any bonus or incentive compensation plan that has been allocated or plans of the Company in which awarded to the Executive is for a participantfiscal year or other measuring period under the plan that ends prior to the Termination Date but has not yet been paid (pursuant to Section 5(f) or otherwise); and (v) all other payments and benefits to which the Executive (or in the event of the Executive’s death, the Executive’s surviving spouse or other beneficiary) may be entitled on the Termination Date as compensatory fringe benefits or under the terms of any benefit plan of the CompanyEmployer, including excluding severance payments under the Company’s any Employer severance policies and practices as policy, practice or agreement in effect immediately prior to on the Change in Control of the CompanyTermination Date. Payment of Accrued Benefits shall be made promptly in accordance with the Company’s prevailing practice with respect to Subsections clauses (i) and (ii) (provided that reimbursements due under clause (ii) must be completed no later than the end of the second calendar year following the year in which the Executive’s Separation from Service occurs) or, with respect to Subsections clauses (iii), (iv) and (v), pursuant to the terms of the benefit plan or practice establishing such benefits.

Accrued Benefits. For purposes of this Agreement, the Executive’s “'s "Accrued Benefits” " shall include the following amounts, payable as described herein: (i) all base salary compensation for the time period ending with the Termination Date; (ii) reimbursement for any and all monies advanced in connection with the Executive’s employment for reasonable and necessary expenses incurred by the Executive on behalf of the Company or its Affiliates for the time period ending with the Termination Date; (iii) any and all other cash earned though through the Termination Date and deferred at the election of the Executive or pursuant to any deferred compensation plan then in effect; (iv) subject to any irrevocable deferral election then in effect, a lump sum payment of the bonus, bonus or incentive compensation and other compensation reportable on Form W-2 otherwise payable to the Executive with respect to the year in which termination occurs under all bonus or incentive compensation plan or plans of the Company in which the Executive is a participant; and (v) all other payments and benefits to which the Executive may be entitled as compensatory fringe benefits or under the terms of any benefit plan plan, including health, medical and insurance coverage for the otherwise expected duration of the Company, including Consulting Period (as if such Termination Date did not occur) and severance payments under the Company’s severance policies of the Company and its Affiliates (as applicable) and practices as in effect immediately prior to the Change in Control of the Company. Payment of Accrued Benefits shall be made promptly in accordance with the Company’s prevailing practice with respect to Subsections (i) and (ii) (provided that reimbursements due under clause (ii) must be completed no later than the end of the second calendar year following the year in which the Executive’s Separation from Service occurs) or, with respect to Subsections (iii), (iv) and (v), pursuant to the terms of the benefit plan or practice establishing such benefits.

Accrued Benefits. For purposes of this Agreement, the Executive’s “Accrued Benefits” shall include the following amounts, payable as described herein: (i) all base salary for the time period ending with the Termination Date; (ii) reimbursement for any and all monies advanced in connection with the Executive’s employment for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the time period ending with the Termination Date; (iii) any and all other cash earned though the Termination Date and deferred at the election of the Executive or pursuant to any deferred compensation plan then in effect; (iv) subject to any irrevocable deferral election then in effect, a lump sum payment of the bonus, incentive compensation and other compensation reportable on Form W-2 W‑2 otherwise payable to the Executive with respect to the year in which termination occurs under all bonus or incentive compensation plan or plans of the Company in which the Executive is a participant, based on actual performance for such year; and (v) all other payments and benefits to which the Executive may be entitled as compensatory fringe benefits or under the terms of any benefit plan of the Company, including severance payments under the Company’s severance policies and practices as in effect immediately prior to the Change in Control of the Company. Payment of Accrued Benefits shall be made promptly in accordance with the Company’s prevailing practice with respect to Subsections (i) and (ii) (provided that reimbursements due under clause (ii) must be completed no later than the end of the second calendar year following the year in which the Executive’s Separation from Service Termination Date occurs) or, with respect to Subsections (iii), (iv) and (v), pursuant to the terms of the benefit plan or practice establishing such benefits.

Accrued Benefits. For purposes of this Agreement, ---------------- the Executive’s “'s "Accrued Benefits” " shall include the following amounts, payable as described herein: (i) all base salary for the time period ending with the Termination Date; (ii) reimbursement for any and all monies advanced in connection with the Executive’s 's employment for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the time period ending with the Termination Date; (iii) any and all other cash earned though through the Termination Date and deferred at the election of the Executive or pursuant to any deferred compensation plan then in effect; (iv) subject to any irrevocable deferral election then in effect, a lump sum payment of the bonus, any bonus or incentive compensation and other compensation reportable on Form W-2 otherwise payable to the Executive with respect to the year in which termination occurs under all any bonus or incentive compensation plan or plans of the Company in which the Executive is a participant; and (v) all other payments and benefits to which the Executive (or in the event of the Executive's death, the Executive's surviving spouse or other beneficiary) may be entitled as compensatory fringe benefits or under the terms of any benefit plan of the Company, including severance payments under the Company’s 's (or the Employer's) severance policies and or practices as in the form most favorable to the Executive which were in effect at any time during the 180-day period immediately prior to the Change in Control of the CompanyCompany or during the Employment Period. Payment of Accrued Benefits shall be made promptly in accordance with the Company’s 's prevailing practice with respect to Subsections (i) and (ii) (provided that reimbursements due under clause (ii) must be completed no later than the end of the second calendar year following the year in which the Executive’s Separation from Service occurs) or, with respect to Subsections (iii), (iv) and (v), pursuant to the terms of the benefit plan or practice establishing such benefits.

Accrued Benefits. For purposes of Whether or not you choose to sign this AgreementSeparation Agreement or exercise your revocation right referenced in Section 10.d hereof, the Executive’s “Accrued Benefits” shall include the following amounts, payable as described herein: you will be entitled to receive (i) all unpaid base salary for accrued up to the time period ending with the Termination Separation Date; , (ii) reimbursement for any accrued but unused vacation days, and all monies advanced in connection with the Executive’s employment for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the time period ending with the Termination Date; (iii) any unreimbursed business expenses (in accordance with usual Company policies and all other cash earned though practice), to the Termination Date extent not theretofore paid, and deferred at the election of the Executive or pursuant to any deferred compensation plan then in effect; (iv) subject to any irrevocable deferral election then in effect, a lump sum payment of the bonus, incentive compensation and other compensation reportable on Form W-2 otherwise vested amounts payable to the Executive with respect to the year in which termination occurs under all bonus or incentive compensation plan or plans of the Company in which the Executive is a participant; and (v) all other payments and benefits to which the Executive may be entitled as compensatory fringe benefits or under the terms of any benefit plan of the Company, including severance payments you under the Company’s severance policies 's 401(k) plan and practices as in effect immediately prior to the Change in Control of the Company. Payment of Accrued Benefits shall be made promptly other retirement and deferred compensation plans in accordance with the terms of such plans and applicable law, in each event subject to applicable withholdings. You will also be entitled to any rights to contribution, advancement of expenses, defense or indemnification you may have under the Company’s prevailing practice with respect 's Articles of Incorporation, Bylaws, any separate indemnification agreement, as applicable, or as provided under applicable law. Other than as set forth in this Agreement, after the Separation Date, you shall not receive any base salary, annual bonus, long term incentive award, welfare, retirement, perquisite, fringe benefit, or other benefit plan coverage or coverage under any other practice, policy or program as may be in effect from time to Subsections (i) and (ii) (provided that reimbursements due under clause (ii) must be completed no later than the end time, applying to senior officers or other employees of the second calendar year following Company; provided; however, that the year foregoing shall not provide for any right to indemnification or advancement for any expenses or liabilities incurred by you, including, but not limited to any attorney's fees, amounts paid in which the Executive’s Separation settlement and any related costs, arising out of or resulting from Service occurs) or, with respect to Subsections (iii), (iv) and (v), pursuant any litigation matters settled or otherwise resolved by you prior to the terms of date hereof without the benefit plan or practice establishing such benefitsCompany's consent.

Accrued Benefits. For purposes of this Agreement, the Executive’s “'s "Accrued Benefits” " shall include the following amounts, payable as described herein: (i) all base salary for the time period ending with the Termination Date; (ii) reimbursement for any and all monies advanced in connection with the Executive’s 's employment for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the time period ending with the Termination Date; (iii) any and all other cash earned though through the Termination Date and deferred at the election of the Executive or pursuant to any deferred compensation plan then in effect; (iv) subject to any irrevocable deferral election then in effect, a lump sum payment of the bonus, any bonus or incentive compensation and other compensation reportable on Form W-2 otherwise payable to the Executive with respect to the year in which termination occurs under all any bonus or incentive compensation plan or plans of the Company in which the Executive is a participant; and (v) all other payments and benefits to which the Executive (or in the event of the Executive's death, the Executive's surviving spouse or other beneficiary) may be entitled as compensatory fringe benefits or under the terms of any benefit plan of the Company, including severance payments under the Company’s 's (or the Employer's) severance policies and or practices as in the form most favorable to the Executive which were in effect at any time during the 180-day period immediately prior to the Change in Control of the CompanyCompany or during the Employment Period. Payment of Accrued Benefits shall be made promptly in accordance with the Company’s 's prevailing practice with respect to Subsections (i) and (ii) (provided that reimbursements due under clause (ii) must be completed no later than the end of the second calendar year following the year in which the Executive’s Separation from Service occurs) or, with respect to Subsections (iii), (iv) and (v), pursuant to the terms of the benefit plan or practice establishing such benefits.

Accrued Benefits. For purposes of this Agreement, the Executive’s “'s "Accrued Benefits” " shall include the following amounts, payable as described herein: (i) all base salary Annual Base Salary for the time period ending with the Termination Date; (ii) reimbursement for any and all monies advanced in connection with the Executive’s 's employment for reasonable and necessary expenses incurred by the Executive on behalf of the Company Employer for the time period ending with the Termination Date; (iii) any and all other cash earned though through the Termination Date and deferred at the election of the Executive or pursuant to any deferred compensation plan then in effect; (iv) subject to any irrevocable deferral election then in effect, a lump sum payment of the bonus, bonus or incentive compensation and other compensation reportable on Form W-2 otherwise payable to the Executive with respect to the year in which termination occurs under all bonus or incentive compensation plan or plans of the Company in which the Executive is a participant; and (v) all other payments and benefits to which the Executive (or in the event of the Executive's death, the Executive's surviving spouse or other beneficiary) may be entitled as compensatory fringe benefits or under the terms of any benefit plan of the CompanyEmployer, including excluding severance payments under the Company’s any Employer severance policies and practices as policy, practice or agreement in effect immediately prior to the Change in Control of the Company. Payment of Accrued Benefits shall be made promptly in accordance with the Company’s 's prevailing practice with respect to Subsections (i9(a)(i) and (ii) (provided that reimbursements due under clause (ii) must be completed no later than the end of the second calendar year following the year in which the Executive’s Separation from Service occurs) or, with respect to Subsections (iii9(a)(iii), (iv) and (v), pursuant to the terms of the benefit plan or practice establishing such benefits.