Common use of Benefits Following Termination Clause in Contracts

Benefits Following Termination. 15.1 If the Executive's employment with the Company is terminated pursuant to Section 13.1, the Executive shall receive the benefits noted in Section 11 of this Agreement. 15.2 If the Executive's employment with the Company is terminated pursuant to Section 13.2, this Agreement shall terminate immediately. Any unvested stock options or other benefits shall be immediately forfeited upon the effective date of termination, as shall any accrued but unpaid amounts with regard to salary, bonuses or other benefits. 15.3 If the Executive's employment with the Company is terminated pursuant to Section 13.3, the Executive shall be entitled to: 15.3.1 A lump sum payment of one year's salary plus the incentive award paid in the year prior to termination; 15.3.2 Immediate vesting of any stock options and/or stock grants, to the extent provided in Section 6.2.3 of this Agreement; 15.3.3 Immediate vesting of any other benefits provided by the Company consistent with operation of law. 15.3.4 Company shall provide at its expense for Executive's lifetime and his spouse's lifetime health and welfare benefits, at least comparable to those benefits in effect on the date hereof or, if greater, immediately prior to the Date of Termination, including but not limited to medical, dental, disability, spouse and dependent care. At Company's election, health benefits may be provided by reimbursing Executive or his spouse or child's guardian, as the case may be, for the cost of converting group policy to individual coverage, or for the cost of extended COBRA coverage. 15.3.5 The Executive and his spouse shall retain the travel benefits noted in Section 10.2. 15.4 If the Executive's employment with the Company is terminated pursuant to Section 13.4, the Executive or his beneficiary or estate shall receive the benefits noted in Section 12 of this Agreement. 15.5 If the Executive terminates this Agreement pursuant to Section 14, he shall be entitled to the same benefits as if the Company had terminated him without cause pursuant to Section 13.3. 15.6 If the Executive is terminated by the Company other than for Cause or if the Executive terminates employment for death, disability or pursuant to Section 14, he will receive a pro-rated bonus for the year of termination based upon the number of days worked in the year of termination. 15.7 If the Executive terminates this Agreement other than pursuant to Section 14, he shall be entitled to: 15.7.1 Accrued but unpaid amounts with regard to salary and benefits; 15.7.2 Any previously vested Stock Options and/or Stock Grants; 15.7.3 Such other benefits and amounts as the Company shall determine appropriate. 15.7.4 No bonus shall be payable pursuant to Section 5 if the Executive terminates employment prior to the end of a year other than pursuant to Section 14. 15.8 In the event of termination of Executive's employment for any reason whatsoever, Executive shall not have any rights with respect to any Stock Options that were to be granted pursuant to Section 6.2 after the date of termination of employment.

Benefits Following Termination. 15.1 If the Executive's employment with the Company is terminated pursuant to Section 13.1, the Executive shall receive the benefits noted in Section 11 of this Agreement. 15.2 If the Executive's employment with the Company is terminated pursuant to Section 13.2, this Agreement shall terminate immediately. Any unvested stock options or other benefits shall be immediately forfeited upon the effective date of termination, as shall any accrued but unpaid amounts with regard to salary, bonuses or other benefits. 15.3 If the Executive's employment with the Company is terminated pursuant to Section 13.3, the Executive shall be entitled to: 15.3.1 A lump sum payment of one year's salary plus the incentive award paid in the year prior to termination$500,000; 15.3.2 Immediate vesting of any stock options and/or stock grantsoptions, to the extent provided in Section 6.2.3 of this Agreement; 15.3.3 Immediate vesting of any other benefits provided by the Company consistent with operation of law. 15.3.4 Continued participation in any health or insurance plans maintained by the Company for a period of 36 months. If, by operation of law, the Executive is prohibited from participation in a plan, the Company shall provide at its expense for Executive's lifetime and his spouse's lifetime health and welfare benefits, at least comparable to those benefits in effect on the date hereof or, if greater, immediately prior pay to the Date of TerminationExecutive funds sufficient to maintain equivalent coverage on an individual, including but not limited such coverage to medical, dental, disability, spouse and dependent care. At Company's election, health benefits may be terminate when the Executive is provided with substantially similar coverage by reimbursing Executive or his spouse or child's guardian, as the case may be, for the cost of converting group policy to individual coverage, or for the cost of extended COBRA coverage.a subsequent employer; and, 15.3.5 The Executive and his spouse shall retain the travel benefits noted in Section 10.2. 15.4 If the Executive's employment with the Company is terminated pursuant to Section 13.4, the Executive or his beneficiary or estate shall receive the benefits noted in Section 12 of this Agreement. 15.5 If the Executive terminates this Agreement pursuant to Section 14, he shall be entitled to the same benefits as if the Company had terminated him without cause pursuant to Section 13.3. 15.6 If the Executive is terminated by the Company other than for Cause or if the Executive terminates employment for death, disability or pursuant to Section 14, he will receive a pro-rated bonus for the year of termination based upon the number of days worked in the year of termination. 15.7 If the Executive terminates this Agreement other than pursuant to Section 14, he shall be entitled to: 15.7.1 Accrued but unpaid amounts with regard to salary and benefits; 15.7.2 Any previously vested Stock Options and/or Stock GrantsOptions; 15.7.3 Such other benefits and amounts as the Company shall determine appropriate. 15.7.4 No bonus shall be payable pursuant to Section 5 if the Executive terminates employment prior to the end of a year other than pursuant to Section 14. 15.8 In the event of termination of Executive's employment for any reason whatsoever, Executive shall not have any rights with respect to any Stock Options that were to be granted pursuant to Section 6.2 after the date of termination of employment.

Benefits Following Termination. 15.1 If the Executive's ’s employment with the Company is terminated Terminated pursuant to Section 13.1, the Executive shall receive the benefits noted in [Section 9 and] Section 11 of this Agreement. 15.2 If the Executive's ’s employment with the Company is terminated Terminated pursuant to Section 13.2, this Agreement shall terminate immediately. Any unvested stock options or other benefits shall be immediately forfeited upon the effective date of terminationTermination, as shall any accrued but unpaid amounts with regard to salary, bonuses or other benefits. 15.3 If the Executive's ’s employment with the Company is terminated Terminated pursuant to Section 13.3, the Executive shall be entitled to: 15.3.1 A lump sum payment of one year's ’s salary plus the incentive award paid in the year prior to terminationTermination, such amounts to be paid on the first regular payroll date (determined in accordance with the Company’s regular payroll practices) occurring after the effective date of such Termination; 15.3.2 Immediate vesting of any stock options and/or stock grants, to the extent provided in Section 6.2.3 6 of this Agreement; 15.3.3 Immediate vesting of any other benefits provided by the Company consistent with operation of law. 15.3.4 Company shall provide at its expense for Executive's ’s lifetime and his spouse's ’s lifetime health and welfare benefits, at least comparable to those benefits in effect on the date hereof or, if greater, immediately prior to the Date of Termination, including but not limited to medical, dental, disability, spouse and dependent care. At Company's ’s election, health benefits may be provided by reimbursing Executive or his spouse or child's ’s guardian, as the case may bebe on or before March 15 of each year, for the cost of converting group policy to individual coverage, or for the cost of extended COBRA coverage, incurred during the prior calendar year. 15.3.5 The Executive and his spouse shall retain the travel benefits noted in Section 10.2. 15.4 If the Executive's ’s employment with the Company is terminated Terminated pursuant to Section 13.4, the Executive or his beneficiary or estate shall receive the benefits noted in Section 12 of this Agreement. 15.5 If the Executive terminates Terminates his services under this Agreement pursuant to Section 14, he shall be entitled to the same benefits as if the Company had terminated Terminated him without cause Cause pursuant to Section 13.3. 15.6 If the Executive is terminated Terminated by the Company other than for Cause or if the Executive terminates Terminates employment for death, disability Disability or pursuant to Section 14, he will receive a pro-rated prorated bonus for the year of termination Termination based upon the number of days worked in the year of terminationTermination, such bonus to be paid not later than 2 1/2 months following the close of the calendar year in which such Termination occurs. 15.7 If the Executive terminates Terminates his services under this Agreement other than pursuant to Section 14, he shall be entitled to: 15.7.1 Accrued but unpaid amounts with regard to salary and benefits, such amounts to be paid on the first regular payroll date (determined in accordance with the Company’s regular payroll practices) occurring after the effective date of such Termination; 15.7.2 Any previously vested Stock Options and/or Stock Grants; 15.7.3 Such other benefits and amounts as the Company shall determine appropriate. 15.7.4 No bonus shall be payable pursuant to Section 5 if the Executive terminates Terminates employment prior to the end of a year other than pursuant to Section 14. 15.8 In the event of termination Termination of Executive's ’s employment for any reason whatsoever, Executive shall not have any rights with respect to any Stock Options that were to be granted pursuant to Section 6.2 after the date of termination Termination of employment. 15.9 In the event that it is not administratively feasible to make any payments provided hereunder by the deadline set forth herein for such payment through no fault of the Company or the Employee or any person related to or under the control of the employer, such payment shall be made as soon as administratively possible in accordance with Code Section 409A. Notwithstanding any provision in this Agreement to the contrary, if the Executive is a “specified employee” within the meaning of Code Section 409A, any payments or installments (including, without limitation, any amount payable pursuant to Section 16 or Section 28 hereof) which constitute “deferred compensation” under Code Section 409A and would otherwise become due under this Agreement during the first six (6) months (or such longer period as required by Code Section 409A and guidance issued thereunder) after Termination of the Executive’s employment for reasons other than death or Disability shall be delayed and all such delayed payments (or delayed installments) shall be paid in full in the seventh (7th) month after the date such Termination is effective (the “Date of Termination”), and all subsequent payments (or installments) shall be paid in accordance with their original payment schedule. To the extent that during the first six (6) months after the Date of Termination, (i) pursuant to Section 9, 10, 12.1, 15.3.4, 15.4, 15.7.3 and/or 16.4.2 hereof, premiums or other contributions become due to any insurer or other third party in order to continue in effect any insurance policy or other contract necessary for the provision of the benefits referenced in such section[s] or amounts become payable to Executive with respect to such premiums or contributions, or (ii) pursuant to Section 10.2, 11.3, 15.3.5 or 16.4.3 hereof, Executive or eligible family members travel on any airline for which the lifetime pass privileges described in such section would be applicable, and in each case which constitute “deferred compensation” under Code Section 409A, Executive shall be responsible for paying such amounts described in clause (i) above in this paragraph directly to the insurer or other third party and for paying the costs of the tickets for such airline travel described in clause (ii) above in this paragraph and shall receive reimbursement from Company for such amounts in the seventh (7th) month after the Date of Termination.

Benefits Following Termination. 15.1 14.1 If the Executive's ’s employment with the Company is terminated Terminated pursuant to Section 13.112.1, the Executive shall receive the benefits noted in [Section 8 and] Section 11 of this Agreement. 15.2 14.2 If the Executive's ’s employment with the Company is terminated Terminated pursuant to Section 13.212.2, this Agreement shall terminate immediately. Any unvested stock options or other benefits shall be immediately forfeited upon the effective date of terminationTermination, as shall any accrued but unpaid amounts with regard to salary, bonuses or other benefits. 15.3 14.3 If the Executive's ’s employment with the Company is terminated Terminated pursuant to Section 13.312.3, the Executive shall be entitled to: 15.3.1 14.3.1 A lump sum payment of one year's ’s salary plus the incentive award paid in the year prior to terminationTermination, such amounts to be paid on the first regular payroll date (determined in accordance with the Company’s regular payroll practices) occurring after the effective date of such Termination; 15.3.2 14.3.2 Immediate vesting of any stock options and/or stock grants, to the extent provided in Section 6.2.3 of this Agreement; 15.3.3 14.3.3 Immediate vesting of any other benefits provided by the Company consistent with operation of law. 15.3.4 14.3.4 Company shall provide at its expense for Executive's ’s lifetime and his spouse's ’s lifetime health and welfare benefits, at least comparable to those benefits in effect on the date hereof or, if greater, immediately prior to the Date of Termination, including but not limited to medical, dental, disability, spouse and dependent care. At Company's ’s election, health benefits may be provided by reimbursing Executive or his spouse or child's ’s guardian, as the case may be, for the cost of converting group policy to individual coverage, or for the cost of extended COBRA coverage. 15.3.5 14.3.5 The Executive and his spouse shall retain the travel benefits noted in Section 10.29.2. 15.4 14.4 If the Executive's ’s employment with the Company is terminated Terminated pursuant to Section 13.412.4, the Executive or his beneficiary or estate shall receive the benefits noted in Section 12 of this Agreement. 15.5 14.5 If the Executive terminates Terminates his services under this Agreement pursuant to Section 1413, he shall be entitled to the same benefits as if the Company had terminated Terminated him without cause pursuant to Section 13.312.3. 15.6 14.6 If the Executive is terminated Terminated by the Company other than for Cause or if the Executive terminates Terminates employment for death, disability Disability or pursuant to Section 1413, he will receive a pro-rated prorated bonus for the year of termination Termination based upon the number of days worked in the year of terminationTermination, such bonus to be paid not later than 2 1/2 months following the close of the calendar year in which such Termination occurs. 15.7 14.7 If the Executive terminates Terminates his services under this Agreement other than pursuant to Section 1413, he shall be entitled to: 15.7.1 14.7.1 Accrued but unpaid amounts with regard to salary and benefits, such amounts to be paid on the first regular payroll date (determined in accordance with the Company’s regular payroll practices) occurring after the effective date of such Termination; 15.7.2 14.7.2 Any previously vested Stock Options and/or Stock Grants; 15.7.3 14.7.3 Such other benefits and amounts as the Company shall determine appropriate. 15.7.4 14.7.4 No bonus shall be payable pursuant to Section 5 if the Executive terminates Terminates employment prior to the end of a year other than pursuant to Section 1413. 15.8 In 14.8 Notwithstanding any provision in this Agreement to the event contrary, if the Executive is a “specified employee” within the meaning of termination Code Section 409A, any payments or installments (including, without limitation, any amount payable pursuant to Section 15 or Section 27 hereof) which constitute “deferred compensation” under Code Section 409A and would otherwise become due under this Agreement during the first six (6) months (or such longer period as required by Code Section 409A and guidance issued thereunder) after Termination of the Executive's ’s employment for reasons other than death or Disability shall be delayed and all such delayed payments (or delayed installments) shall be paid in full in the seventh (7th) month after the date such Termination is effective (the “Date of Termination”), and all subsequent payments (or installments) shall be paid in accordance with their original payment schedule. To the extent that during the first six (6) months after the Date of Termination, (i) pursuant to Section 8, 9, 11.1, 14.3.4, 14.4, 14.7.3 and/or 15.4.2 hereof, premiums or other contributions become due to any reason whatsoeverinsurer or other third party in order to continue in effect any insurance policy or other contract necessary for the provision of the benefits referenced in such section[s] or amounts become payable to Executive with respect to such premiums or contributions, or (ii) pursuant to Section 9.2, 10.3, 14.3.5 or 15.4.3 hereof, Executive or eligible family members travel on any airline for which the lifetime pass privileges described in such section would be applicable, and in each case which constitute “deferred compensation” under Code Section 409A, Executive shall not have any rights with respect be responsible for paying such amounts described in clause (i) above in this paragraph directly to any Stock Options that were to be granted pursuant to Section 6.2 the insurer or other third party and for paying the costs of the tickets for such airline travel described in clause (ii) above in this paragraph and shall receive reimbursement from Company for such amounts in the seventh (7th) month after the date Date of termination of employmentTermination.

Benefits Following Termination. 15.1 14.1 If the Executive's ’s employment with the Company is terminated Terminated pursuant to Section 13.112.1, the Executive shall receive the benefits noted in Section 8 and Section 11 of this Agreement. 15.2 14.2 If the Executive's ’s employment with the Company is terminated Terminated pursuant to Section 13.212.2, this Agreement shall terminate immediately. Any unvested stock options or other benefits shall be immediately forfeited upon the effective date of terminationTermination, as shall any accrued but unpaid amounts with regard to salary, bonuses or other benefits. 15.3 14.3 If the Executive's ’s employment with the Company is terminated Terminated pursuant to Section 13.312.3, the Executive shall be entitled to: 15.3.1 14.3.1 A lump sum payment of one year's ’s salary plus the incentive award paid in the year prior to terminationTermination, such amounts to be paid on the first regular payroll date (determined in accordance with the Company’s regular payroll practices) occurring after the effective date of such Termination; 15.3.2 14.3.2 Immediate vesting of any stock options and/or stock grants, to the extent provided in Section 6.2.3 6.1 of this Agreement; 15.3.3 14.3.3 Immediate vesting of any other benefits provided by the Company consistent with operation of law. 15.3.4 14.3.4 Company shall provide at its expense for Executive's ’s lifetime and his spouse's ’s lifetime health and welfare benefits, at least comparable to those benefits in effect on the date hereof or, if greater, immediately prior to the Date of Termination, including but not limited to medical, dental, disability, spouse and dependent care. At Company's ’s election, health benefits may be provided by reimbursing Executive or his spouse or child's ’s guardian, as the case may be, for the cost of converting group policy to individual coverage, or for the cost of extended COBRA coverage. 15.3.5 14.3.5 The Executive and his spouse shall retain the travel benefits noted in Section 10.29.2. 15.4 14.4 If the Executive's ’s employment with the Company is terminated Terminated pursuant to Section 13.412.4, the Executive or his beneficiary or estate shall receive the benefits noted in Section 12 of this Agreement. 15.5 14.5 If the Executive terminates Terminates his services under this Agreement pursuant to Section 1413, he shall be entitled to the same benefits as if the Company had terminated Terminated him without cause pursuant to Section 13.312.3. 15.6 14.6 If the Executive is terminated Terminated by the Company other than for Cause or if the Executive terminates Terminates employment for death, disability Disability or pursuant to Section 1413, he will receive a pro-rated prorated bonus for the year of termination Termination based upon the number of days worked in the year of terminationTermination, such bonus to be paid not later than 2 1/2 months following the close of the calendar year in which such Termination occurs. 15.7 14.7 If the Executive terminates Terminates his services under this Agreement other than pursuant to Section 1413, he shall be entitled to: 15.7.1 14.7.1 Accrued but unpaid amounts with regard to salary and benefits, such amounts to be paid on the first regular payroll date (determined in accordance with the Company’s regular payroll practices) occurring after the effective date of such Termination; 15.7.2 14.7.2 Any previously vested Stock Options and/or Stock Grants; 15.7.3 14.7.3 Such other benefits and amounts as the Company shall determine appropriate. 15.7.4 14.7.4 No bonus shall be payable pursuant to Section 5 if the Executive terminates Terminates employment prior to the end of a year other than pursuant to Section 1413. 15.8 In 14.8 Notwithstanding any provision in this Agreement to the event contrary, if the Executive is a “specified employee” within the meaning of termination Code Section 409A, any payments or installments (including, without limitation, any amount payable pursuant to Section 15 or Section 27 hereof) which constitute “deferred compensation” under Code Section 409A and would otherwise become due under this Agreement during the first six (6) months (or such longer period as required by Code Section 409A and guidance issued thereunder) after Termination of the Executive's ’s employment for reasons other than death or Disability shall be delayed and all such delayed payments (or delayed installments) shall be paid in full in the seventh (7th) month after the date such Termination is effective (the “Date of Termination”), and all subsequent payments (or installments) shall be paid in accordance with their original payment schedule. To the extent that during the first six (6) months after the Date of Termination, (i) pursuant to Section 8, 9, 11.1, 14.3.4, 14.4, 14.7.3 and/or 15.4.2 hereof, premiums or other contributions become due to any reason whatsoeverinsurer or other third party in order to continue in effect any insurance policy or other contract necessary for the provision of the benefits referenced in such section[s] or amounts become payable to Executive with respect to such premiums or contributions, or (ii) pursuant to Section 9.2, 10.3, 14.3.5 or 15.4.3 hereof, Executive or eligible family members travel on any airline for which the lifetime pass privileges described in such section would be applicable, and in each case which constitute “deferred compensation” under Code Section 409A, Executive shall not have any rights with respect be responsible for paying such amounts described in clause (i) above in this paragraph directly to any Stock Options that were to be granted pursuant to Section 6.2 the insurer or other third party and for paying the costs of the tickets for such airline travel described in clause (ii) above in this paragraph and shall receive reimbursement from Company for such amounts in the seventh (7th) month after the date Date of termination of employmentTermination.