All Terminations. Upon the termination of Executive’s employment with the Company for any reason, Executive shall be entitled to receive (i) his base salary through the Date of Termination, (ii) the balance of any earned but unpaid bonus, (iii) up to a maximum of 60 days of accrued but unused paid time off, (iv) all vested benefits under the Company’s benefit plans payable in accordance with the terms of such plans and (v) all benefit continuation and conversion rights as provided under the Company’s benefit plans. The foregoing are referred to collectively as the “Base Termination Benefit.”
All Terminations. Following any termination of this Agreement, neither party shall have any rights or obligations with respect to the other party or participation in DNS- OARC, except for those continuing obligations as provided in Section 14.1, and no refund or credit shall be given for any Member Dues paid by Participant prior to termination.
All Terminations. On any termination of your employment hereunder:
(i) In the event of any termination of your employment hereunder, you shall be under no obligation to seek other employment or otherwise mitigate the obligations of any person or entity under this Letter Agreement, and there shall be no offset against amounts or benefits due you under this Letter Agreement or otherwise on account of any remuneration or other benefit that you earn or receive after such termination. Any amounts due to you under this Section 10 are considered to be reasonable by the Company and are not in the nature of a penalty.
(ii) You will be entitled to additional benefits (if any) in accordance with the then-applicable terms of any applicable Company Arrangement (including, without limitation, any bonus earned with respect to a previously completed period under Section 4 above), provided that you hereby acknowledge and agree that, in connection with any termination of your employment hereunder, you will not be eligible to receive severance or termination benefits under any plan, policy, program or practice of the Company, except as expressly contemplated by this Letter Agreement or otherwise approved by the Board.
(iii) The value of unused Paid Time Off shall be determined based on the quotient of (A) your annual Base Salary rate divided by (B) 250.
(iv) Each of you and the Company, upon reasonable request by the other, shall provide reasonable post-termination assistance and cooperation to the other party.
(v) There shall be no restrictions on your post-employment activities other than those expressly set forth in this Letter Agreement, and the post-employment restriction set forth in this Letter Agreement shall be enforceable only through claims for equitable relief in accordance with Section 12(d) below and claims for damages in accordance with Section 15(f) below.
All Terminations. Upon termination of this Agreement, each Party shall return to the other Party, upon the other Party’s request, all tangible items of the other Party in its possession or under its control evidencing the Confidential Information of the other Party; provided, that neither Party shall be required to return or destroy automatically created copies of the other Party’s Confidential Information stored on system back-up media. The termination of this Agreement will not affect any rights or claims of a Party hereunder that accrued prior to the date of such termination (except pursuant to Section 12.8(b)).
All Terminations. Upon any Termination, the Company shall pay to Executive, or, upon Executive's Disability, if applicable, to his heirs, estate or legal representatives, as the case may be, the following:
(i) all Accrued Obligations in a lump sum within 15 days after the date of Termination; and
(ii) all benefits accrued by Executive as of the date of Termination under all qualified and nonqualified retirement, pension, profit sharing and similar plans of the Company to such extent, in such manner and at such time as are provided under the terms of such plans and arrangements.
All Terminations. Following any termination of the Executive’s employment hereunder (by the Executive or by the Company), the Company will pay the Executive (A) his full Base Salary through the Date of Termination only and (B) except in the case of a termination for Cause, earned but unpaid annual bonus for the year preceding the year in which the Date of Termination occurs and accrued but unpaid annual vacation. The Executive shall also retain all of his rights to benefits provided for under the terms of the employee and executive benefit plans of the Company in which the Executive is a participant in accordance with and subject to the terms of such plans as in effect from time to time, as well as the Stock Incentive Plan and the Management Equity Agreements. The payments and benefits provided hereunder shall be in lieu of any payments or benefits to which the Executive may be entitled under the terms of any severance plan or program of the Company, if any, as in effect on the Date of Termination.
All Terminations. In the event Executive's employment with the Bank terminates during the Employment Period for any reason and regardless as to whether or not Executive executes the Release as provided for in Section 8.9, the Bank shall pay Executive the sum of Executive's (a) earned but unpaid Base Salary, (b) any bonus earned for the prior calendar year under the Bank's Executive Variable Compensation Plan (or similar arrangement) that has not been paid as of the Termination Date, (c) business expenses that have not been reimbursed by the Bank, and (d) any accrued and unpaid PTO if such amounts have not been paid as of the Termination Date (the "Accrued Obligations"); provided, that notwithstanding the foregoing, if Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of his compensation described in this clause, then for purposes of this Section 8.1, such election shall remain effective and such portion shall not be considered as part of the "Accrued Obligations" but shall instead be an "Other Benefit" (as defined below).
All Terminations. Upon any termination of the Executive’s employment with the Corporation, including an Involuntary Termination, the Corporation shall pay the Executive (i) any unpaid base salary earned for services rendered through the date of termination, (ii) the value of any accrued but unused paid vacation benefits or paid time-off (“PTO”) benefits, as applicable, and (iii) any bonus amount actually earned and vested at time of such termination but not previously paid to the Executive. In addition, except as otherwise provided in Part Three – 2(c) and Part Four – 1 herein, Executive’s outstanding Equity Awards, if any, shall be governed by the terms of the applicable award agreement and the Plan. Notwithstanding the foregoing, any vested amounts deferred by the Executive under one or more of the Corporation’s non-qualified deferred compensation programs or arrangements subject to Code Section 409A that remain unpaid on the date of such termination of the Executive’s employment shall be paid at such time and in such manner as set forth in each applicable plan or agreement, subject, however, to the deferred payment provisions of Part Five – 3.
All Terminations. In the event that Employee’s employment hereunder is terminated for any reason, including a termination of employment by the Company without Cause or by the executive for Good Reason prior to the end of the Term, Employee shall be entitled to (a) Employee’s earned but unpaid Base Salary for the period ending on termination of employment, less applicable withholdings and deductions; (b) Employee’s accrued but unpaid vacation pay for the period ending on termination of employment, less applicable withholdings and deductions; and (c) any other benefits to which Employee may be entitled under the express terms of any employee benefit plan or as required by law, and the Company shall have no further obligations to Employee under this Agreement. Any benefits to be provided to Employee pursuant to this Section 3.6 shall be provided in accordance with the Company’s ordinary payroll practices and other policies. Except as specifically provided herein, nothing in this Agreement shall be construed as requiring Employee to be treated as employed by the Company following termination for purposes of any employee benefit plan or arrangement in which Employee may participate at such time.
All Terminations. Following any termination of Employee’s employment, the Company shall pay Employee and Employee shall be entitled to: (A) his salary through the Date of Termination, (B) unused and unpaid annual vacation which has accrued in accordance with Company policy generally, (C) any unreimbursed business expenses incurred up through the termination date, subject to Company expense reimbursement policies and procedures, (D) all of his rights to benefits provided for under the terms of all applicable benefit plans of the Company in which Employee is a participant in accordance with and subject to the terms of such plans as in effect from time to time, including the SVA Plan and the Omnibus Plan, and (E) all rights with respect to all vested options, stock appreciation rights, restricted stock, restricted stock units and other time-vested equity-based incentive awards then held by Employee (collectively, “Equity Awards”) in accordance with the terms of the Omnibus Plan and the applicable Equity Award agreements (the benefits described in clauses (A), (B), (C), (D) and (E), the “Accrued Obligations”).
