Base Salary Continuation. The Company shall continue to pay Executive’s Base Salary, less required withholdings, for a period of 12 months (the “Disability Base Salary Payments”) following Executive’s separation from service; provided that the Disability Base Salary Payments shall be reduced by any insurance or other payments to Executive under policies and plans sponsored by the Company, even if premiums are paid by Executive. Subject to the provisions of Section 6.11, the Disability Base Salary Payments shall be paid in accordance with the Company’s standard payroll practices; provided, however, that any amounts that would otherwise be scheduled to be paid prior to the Release Effective Date shall instead accrue and be paid during the first payroll period following the Release Effective Date, and all other payments shall be made as originally scheduled.
Base Salary Continuation. The Base Salary continuation set forth in Sections 4(d) and (e) above shall be intended either (i) to satisfy the safe harbor set forth in the regulations issued under section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Treas. Regs. 1.409A-1(n)(2)(ii)) or (ii) be treated as a Short-term Deferral as that term is defined under Code section 409A (Treas. Regs. 1.409A-1(b)(4)). To the extent such continuation payments exceed the applicable safe harbor amount or do not constitute a Short-term Deferral, the excess amount shall be treated as deferred compensation under Code section 409A and as such shall be payable pursuant to the following schedule: such excess amount shall be paid via standard payroll in periodic installments in accordance with the Company’s usual practice for its senior executives. Solely for purposes of Code section 409A, each installment payment is considered a separate payment. Notwithstanding any provision in this Agreement to the contrary, in the event that the Employee is a “specified employee” as defined in Section 409A, any continuation payment, continuation benefits or other amounts payable under this Agreement that would be subject to the special rule regarding payments to “specified employees” under Section 409A(a)(2)(B) of the Code shall not be paid before the expiration of a period of six months following the date of the Employee’s termination of employment or before the date of the Employee’s death, if earlier.
Base Salary Continuation. The Base Salary continuation set forth in Section 4(d) above shall be intended either (i) to satisfy the safe harbor set forth in the regulations issued under section 409A of the Code (Treas. Regs. 1.409A-1(n)(2)(ii)) or (ii) be treated as a Short-term Deferral as that term is defined under Code section 409A (Treas. Regs. 1.409A-1(b)(4)). To the extent such continuation payments exceed the applicable safe harbor amount or do not constitute a Short-term Deferral, the excess amount shall be treated as deferred compensation under Code section 409A and as such shall be payable pursuant to the following schedule: such excess amount shall be paid via standard payroll in periodic installments in accordance with the Company’s usual practice for its senior executives. Notwithstanding any provision in this Agreement to the contrary, in the event that the Employee is a “specified employee” as defined in Section 409A, any continuation payment, continuation benefits or other amounts payable under this Agreement that would be subject to the special rule regarding payments to “specified employees” under Section 409A(a)(2)(B) of the Code shall not be paid before the expiration of a period of six months following the date of the Employee’s termination of employment or before the date of the Employee’s death, if earlier.
Base Salary Continuation. The Company shall pay to Executive an amount equal to six months of Executive's base salary in effect as of the Termination Date, but not to exceed a maximum amount under this Section 10(a) of two times the lesser of:
(i) The Code ss. 401(a)(17) compensation limit for the year in which the Termination Date occurs; or
(ii) Executive's annualized compensation based upon the annual rate of pay for services to the Company for the calendar year prior to the calendar year in which the Termination Date occurs (adjusted for any increase during that year that was expected to continue indefinitely if Executive had not separated from service). Subject to Section 12, such salary continuation shall be paid to Executive in accordance with the Company's regular payroll schedule, at the regular base salary payroll rate in effect as of the Termination Date, commencing on the first regular payroll date of the Company that occurs following the Termination Date and continuing for six months. The Company and Executive intend the payments under this Section 10(a) to be a "separation pay plan due to involuntary separation from service" under Treas. Reg. ss. 1.409A-1(b)(9)(iii).
Base Salary Continuation. The Company shall continue to pay to Executive his then-current base annual salary for a period of twelve (12) months (the “Salary Continuation Period”). Such salary continuation shall be subject to standard deductions and withholdings and shall be payable in regular periodic payments in accordance with Company payroll policy. The Company may discontinue such salary continuation in the event that Executive breaches any of the provisions of Sections 6 or 7.
Base Salary Continuation. The Company shall continue to pay Executive’s Base Salary, less required withholdings, for a period of 15 months (the “Disability Base Salary Payments”); provided that the Disability Base Salary Payments shall be reduced by any insurance or other payments to Executive under policies and plans sponsored by the Company, even if premiums are paid by Executive. Subject to the provisions of Section 6.11, the Disability Base Salary Payments shall be paid in accordance with the Company’s standard payroll practices commencing with the first payroll period following the effectiveness of the Release.
Base Salary Continuation. The Company shall continue to pay Executive’s base salary at the then-current base annual salary rate of Executive (determined prior to any reduction constituting a condition giving rise to Good Reason) for a period of twelve (12) months following the date of termination of Executive’s employment (the “Salary Continuation Period”). Such salary continuation shall be paid to Executive in installments in accordance with the Company’s regular payroll procedures, with the initial salary continuation payment to be made on the first regular payroll date of the Company following the Release Deadline (as defined in Section 4.8) and to include a catch-up payment for all regular Company payroll dates occurring between the date of Executive’s termination of employment and such initial salary continuation payment date; provided, however, that if the period beginning on the date of Executive’s termination of employment and ending on the first Company payroll date following the Release Deadline straddles two calendar years, then the salary continuation payments shall in any event begin in the second such calendar year. Salary continuation payments shall be subject to standard deductions and withholdings.
Base Salary Continuation. The Company will pay the Executive his base salary equivalent, at the rate in effect immediately prior to the Termination Date (or if the Executive has resigned for Good Reason by virtue of the Company having reduced his rate of base salary, at the rate of base salary in effect prior to such reduction) consistent with normal payroll practice The payments following the Termination Date shall be in lieu of any and all severance pay to which the Executive might otherwise be entitled under any plan or program of the Company or any of its Subsidiaries or Affiliates. The Executive may elect that, following a Change of Control, the Executive shall receive such payments (or any remaining payments) in a discounted lump sum (calculated using the Federal short-term rate under Section 1274(d) of the Code prevailing at the time that payment is to be made (as described in the next sentence)). Such election may be made within the first 30 days of this Agreement or within the last 30 days of any calendar year during the term of this Agreement and any payment pursuant to such election shall be made on the later of (i) the first day of the calendar year that is at least twelve months after such election; (ii) the date that the Executive becomes entitled to such payment; and (iii) the date of the Change of Control. The Executive's election of a lump sum hereunder shall not affect his rights to receive the other amounts described in this Section 3 for the entire Continuation Period. If the Executive receives such lump sum payment, then for purposes of the pension calculations under Section 2(j) and 3(h), and for purposes of all employee benefits provided by the Company (hereunder or otherwise) that are affected by the compensation or earnings of the Executive, the payments shall nonetheless be deemed to have been received at the time they otherwise would have been payable hereunder if the Executive had not elected the lump sum.
Base Salary Continuation. If the Company terminates Executive’s employment without Cause or Executive terminates Executive’s employment for Good Reason during the Initial Term or during any Renewal Term, the Company shall continue to pay Executive’s Base Salary at the then-current rate (determined prior to any reduction constituting a condition giving rise to Good Reason) for a period of one (1) year following the date of termination. Such salary continuation shall be paid to Executive in installments in accordance with the Company’s regular payroll procedures, with the initial salary continuation payment to be made on the first regular payroll date of the Company following the Release Deadline and to include a catch-up payment for all regular Company payroll dates occurring between the date of Executive’s termination of employment and such initial salary continuation payment date; provided, however, that if the period beginning on the date of Executive’s termination of employment and ending on the first Company payroll date following the Release Deadline straddles two calendar years, then the salary continuation payments shall in any event begin in the second such calendar year. Salary continuation payments shall be subject to standard deductions and withholdings.
Base Salary Continuation. The Company shall continue to pay your base salary as in effect on the date of termination until the end of the six (6) month period following the termination of your employment (the “Severance Payments”). Such Severance Payments shall be subject to standard deductions and withholdings and paid in accordance with the Company’s regular payroll policies and practices.
