Common use of Cash Payments Clause in Contracts

Cash Payments. In the event that (i) Executive’s employment is terminated during the Term of Employment by the Company without Cause (other than due to death or Disability), (ii) Executive’s employment with the Company is terminated upon the expiration of the Term of Employment and following the date the Company provides a Notice of Non-Renewal as contemplated by Section 4, or (iii) Executive terminates Executive’s employment hereunder during the Term of Employment for Good Reason (each, a “Qualifying Termination”), then the following cash payments shall be provided to Executive or, in the event of Executive’s death before receiving such benefits, to Executive’s Designated Beneficiary: (1) the Company shall pay to Executive as additional compensation (the “Additional Payment”) an amount which is equal to one and one-half (1.5) (the “Severance Multiplier”) multiplied by the sum of (x) Executive’s Base Salary as in effect on the date Notice of Termination is given or on the date immediately prior to the Termination Date, whichever is greater and (y) Executive’s Target Bonus. The Additional Payment shall be paid to Executive in a cash lump sum payment on the 60th day following the Termination Date, but only if the Waiver and Release has been timely executed and returned and the revocation period has expired; (2) a portion of Executive’s annual incentive cash compensation equal to the annual incentive cash compensation as provided in Section 2(b) based on actual performance, multiplied by a fraction, the numerator of which equals the number of days from the commencement of the incentive compensation plan year in which such termination occurs through the Termination Date, and the denominator of which equals 365. Any such annual incentive cash compensation shall be paid in a cash lump sum on the normal annual incentive cash compensation payment date for Senior Officers whose employment has continued, and in no event later than the later of (i) March 15 of the year following the year in which the Termination Date occurs or (ii) the 60th day following the Termination Date, but only if the Waiver and Release has been timely executed and returned and the revocation period has expired; (3) if the Termination Date occurs after the end of the Company’s fiscal year and prior to the payment of the annual incentive cash compensation for such year, the same annual incentive cash compensation to which Executive would have been entitled had Executive’s employment continued through the normal annual incentive cash compensation payment date, if any. Such annual incentive cash compensation shall be paid in a cash lump sum on the normal annual incentive cash compensation payment date for Senior Officers whose employment has continued, and in no event later than the later of March 15 of the year in which the Termination Date Occurs or (ii) the 60th day following the Termination Date, but only if the Waiver and Release has been timely executed and returned and the revocation period has expired; and (4) payment for Executive’s (and Executive’s eligible dependents’) health care continuation premiums (“COBRA”) for the number of years equal to the Severance Multiple (the “COBRA Payment”), any such amount shall be paid to Executive in a cash lump sum payment on the 60th day following the Termination Date, but only if the Waiver and Release has been timely executed and returned and the revocation period has expired.

Cash Payments. In the event that (i) Executive’s employment is terminated during the Term of Employment by the Company without Cause (other than due to death or Disability), (ii) Executive’s employment with the Company is terminated upon the expiration of the Term of Employment and following the date the Company provides a Notice of Non-Renewal as contemplated by Section 4, or (iii) Executive terminates Executive’s employment hereunder during the Term of Employment for Good Reason (each, a “Qualifying Termination”), then the following cash payments shall be provided to Executive or, in the event of Executive’s death before receiving such benefits, to Executive’s Designated Beneficiary: (1) the Company PAE shall pay to Executive as additional compensation (the “Additional Payment”) an amount which is equal to one and oneExecutive’s then-half (1.5) current Base Salary, payable in installments through the date that is 12 months after the date of Executive’s termination of employment (the “Severance MultiplierPeriod”) multiplied by at the sum of (x) same times at which and in the same manner in which Executive’s Base Salary as would have been payable to Executive had a termination of employment not occurred and (ii) PAE shall provide to Executive, during the calendar year following the calendar year in effect on which Executive’s termination of employment occurs, an Annual Bonus for the date Notice of Termination is given or on fiscal year in which the date immediately termination occurs equal to the Annual Bonus that Executive would have received if his employment had not terminated prior to the Termination Dateend of the fiscal year (e.g., whichever is greater and (y) Executive’s Target Bonus. The Additional Payment shall be paid to Executive in after determining whether applicable performance goals have been achieved determined on a cash lump sum payment on the 60th day following the Termination Datebasis consistent with past practice), but only if the Waiver and Release has been timely executed and returned and the revocation period has expired; (2) a portion of Executive’s annual incentive cash compensation equal to the annual incentive cash compensation as provided in Section 2(b) pro-rated based on actual performance, multiplied by a fraction, the numerator of which equals shall equal the number of days from Executive was employed by PAE in the commencement of the incentive compensation plan fiscal year in which such Executive’s termination occurs through the Termination Date, and the denominator of which equals 365. Any such annual incentive cash compensation shall be paid equal 365 (the “Pro-Rata Bonus”); provided, however, that, in a cash lump sum on the normal annual incentive cash compensation payment date for Senior Officers whose employment has continued, and in no event later than the later case of clause (i), PAE shall (x) March 15 of the year following the year in which the Termination Date occurs or (ii) commence such payments on the 60th day after termination of Executive’s employment, except that any payments that would have otherwise been paid to Executive following the Termination Date, but only if the Waiver and Release has been timely executed and returned and the revocation period has expired; (3) if the Termination Date occurs after the end date of the Company’s fiscal year termination of employment and prior to the payment of the annual incentive cash compensation for such year, the same annual incentive cash compensation to which Executive would have been entitled had Executive’s employment continued through the normal annual incentive cash compensation payment date, if any. Such annual incentive cash compensation 60th day shall be paid in a cash lump sum on the normal annual incentive cash compensation payment date for Senior Officers whose employment has continued, accumulated and in no event later than the later of March 15 of the year in which the Termination Date Occurs or (ii) the 60th day following the Termination Date, but only if the Waiver and Release has been timely executed and returned and the revocation period has expired; and (4) payment for Executive’s (and Executive’s eligible dependents’) health care continuation premiums (“COBRA”) for the number of years equal to the Severance Multiple (the “COBRA Payment”), any such amount shall be paid to Executive in a cash lump sum payment on the first payment date following such 60th day day, and (y) not continue such payments at any time following either (A) breach of the Termination Date, but only if provisions of Section 5.03 or 5.04 or (B) breach of the Waiver and Release provisions of Article V (other than Section 5.03 or 5.04) that (X) is materially damaging to the business or reputation of PAE or any of its affiliates or (Y) occurs after PAE has been timely executed and returned and the revocation period has expirednotified Executive of a prior breach of such Article V (other than Section 5.03 or 5.04).

Cash Payments. In the event that during the Term of Employment, (i) Executive’s employment is terminated during the Term of Employment by the Company without Cause (for any reason other than due to death Cause, or Disability), (ii) Executive’s Executive terminates his own employment with the Company is terminated upon the expiration of the Term of Employment and following the date the Company provides a Notice of Non-Renewal as contemplated by Section 4hereunder for Good Reason, then in either such event under clause (i) or (iii) Executive terminates Executive’s employment hereunder during the Term of Employment for Good Reason (each, a “Qualifying Termination”ii), then the following cash payments shall be provided to Executive or, in the event of Executive’s his death before receiving such benefits, to Executive’s his Designated BeneficiaryBeneficiary following his death: (1) the Company shall pay to Executive as additional compensation (the “Additional Payment”) ), an amount which is equal to one and one-half “Total Cash” (1.5defined below) multiplied by 1.5 (the “Severance Multiplier”) multiplied by ). “Total Cash” means the sum greater of (x) or (y), where (x) equals the greater of Executive’s Base Salary as in effect on the date Notice of Termination is given or on the date immediately prior to the his Termination Date, whichever is greater Date plus Executive’s current annual incentive target bonus; and (y) equals the sum of Executive’s Target Bonushighest Base Salary paid and highest annual incentive bonus earned with respect to any of the three calendar years immediately preceding the year containing the Termination Date. The For clauses (x) and (y) of this definition: (a) the calculation of the annual bonus of Executive shall include a calendar year during which Executive was employed by the Company and a participant in a bonus or incentive cash compensation plan even if Executive did not earn any bonus or incentive cash compensation for that calendar year and (b) the “target bonus” for Executive for the calendar year of the Company in which the Termination Date occurs shall be the amount identified in Section 2(b) as the “target”, subject to adjustment as provided in Section 2(b); the Additional Payment shall be paid to Executive in a cash lump sum payment on the 60th day following the Termination Date, but only if the Waiver and Release has been timely executed and returned and the revocation period has expired; (2) a portion of Executive’s annual incentive cash compensation equal to the annual incentive cash compensation as provided in Section 2(b) based on actual performance, multiplied by a fraction, the numerator of which equals the number of days from the commencement of the incentive compensation plan year in which such termination occurs through the Termination Date, and the denominator of which equals 365. Any such annual incentive cash compensation shall be paid in a cash lump sum on the normal annual incentive cash compensation payment date for Senior Officers whose employment has continued, and in no event later than the later of (i) March 15 of the year following the year in which the Termination Date occurs or (ii) the 60th day following the Termination Date, but only if the Waiver and Release has been timely executed and returned and the revocation period has expired; (3) if the Termination Date occurs after the end of the Company’s fiscal year and prior to the payment of the annual incentive cash compensation for such year, the same annual incentive cash compensation to which Executive would have been entitled had Executive’s employment continued through the normal annual incentive cash compensation payment date, if any. Such annual incentive cash compensation shall be paid in a cash lump sum on the normal annual incentive cash compensation payment date for Senior Officers whose employment has continued, and in no event later than the later of March 15 of the year in which the Termination Date Occurs or (ii) the 60th day following the Termination Date, but only if the Waiver and Release has been timely executed and returned and the revocation period has expired; and (4) payment for Executive’s (and Executive’s eligible dependents’) health care continuation premiums (“COBRA”) for the number of years equal to the Severance Multiple (the “COBRA Payment”), any such amount shall be paid to Executive in a cash lump sum payment on the 60th day following the Termination Date, but only if the Waiver and Release has been timely executed and returned and the revocation period has expired.

Cash Payments. In the event that (i) Executive’s employment is terminated during the Term of Employment by the Company without Cause (other than due to death or Disability), (ii) Executive’s employment with the Company is terminated upon the expiration of the Term of Employment and following the date the Company provides a Notice of Non-Renewal as contemplated by Section 4, or (iii) Executive terminates Executive’s employment hereunder during the Term of Employment for Good Reason (each, a “Qualifying Termination”), then the following cash payments shall be provided to Executive or, in the event of Executive’s death before receiving such benefits, to Executive’s Designated Beneficiary: (1) the Company shall pay to Executive as additional compensation (the “Additional Payment”) an amount which is equal to one and one-half two (1.52) (the “Severance Multiplier”) multiplied by the sum of (x) Executive’s Base Salary as in effect on the date Notice of Termination is given or on the date immediately prior to the Termination Date, whichever is greater and (y) Executive’s Target Bonus. The Additional Payment shall be paid to Executive in a cash lump sum payment on the 60th day following the Termination Date, but only if the Waiver and Release has been timely executed and returned and the revocation period has expired; (2) a portion of Executive’s annual incentive cash compensation equal to the annual incentive cash compensation as provided in Section 2(b) based on actual performance, multiplied by a fraction, the numerator of which equals the number of days from the commencement of the incentive compensation plan year in which such termination occurs through the Termination Date, and the denominator of which equals 365. Any such annual incentive cash compensation shall be paid in a cash lump sum on the normal annual incentive cash compensation payment date for Senior Officers whose employment has continued, and in no event later than the later of (i) March 15 of the year following the year in which the Termination Date occurs or (ii) the 60th day following the Termination Date, but only if the Waiver and Release has been timely executed and returned and the revocation period has expired; (3) if the Termination Date occurs after the end of the Company’s fiscal year and prior to the payment of the annual incentive cash compensation for such year, the same annual incentive cash compensation to which Executive would have been entitled had Executive’s employment continued through the normal annual incentive cash compensation payment date, if any. Such annual incentive cash compensation shall be paid in a cash lump sum on the normal annual incentive cash compensation payment date for Senior Officers whose employment has continued, and in no event later than the later of March 15 of the year in which the Termination Date Occurs or (ii) the 60th day following the Termination Date, but only if the Waiver and Release has been timely executed and returned and the revocation period has expired; and (4) payment for Executive’s (and Executive’s eligible dependents’) health care continuation premiums (“COBRA”) for the number of years equal to the Severance Multiple (the “COBRA Payment”), any such amount shall be paid to Executive in a cash lump sum payment on the 60th day following the Termination Date, but only if the Waiver and Release has been timely executed and returned and the revocation period has expired.

Cash Payments. In If Executive remains employed with the event that Company through the Transition Date or dies or becomes Disabled prior to the Transition Date, then, subject to Executive (or his personal representative or estate) executing and not revoking the Supplemental Separation Agreement, which must (i) Executive’s employment is terminated during be executed on or following the Term of Employment by the Company without Cause (other than due to death or Disability)Transition Date, and (ii) become effective and irrevocable no later than the sixtieth (60th) day following the Transition Date (the “Supplemental Release Deadline”), Executive (or his personal representative or estate) will receive the following: (a) A lump sum payment equal to $385,800, which represents twelve (12) months of Executive’s employment Current Base Salary, less applicable withholdings, payable within ten (10) calendar days following the effective date of the Supplemental Separation Agreement; (b) A lump sum payment equal to $8,280, which represents twelve (12) months of Executive’s automobile allowance, less applicable withholdings, payable within ten (10) calendar days following the effective date of the Supplemental Separation Agreement; (c) A lump sum payment, less applicable withholdings, equal to the bonus Executive would have otherwise been eligible to receive under the Company’s 2017 Associate Incentive Plan, assuming he had remained employed with the Company is terminated upon through the expiration of bonus payment date and assuming performance goals were achieved at target levels under the Term of Employment and following the date the Company provides a Notice of Non-Renewal as contemplated by Section 4, or (iii) Executive terminates ExecutiveCompany’s employment hereunder during the Term of Employment for Good Reason (each, a “Qualifying Termination”), then the following cash payments shall be provided to Executive or, in the event of Executive’s death before receiving such benefits, to Executive’s Designated Beneficiary: (1) the Company shall pay to Executive as additional compensation 2017 Associate Incentive Plan (the “Additional Payment2017 Bonus Amount”) an amount which is equal to one and one-half (1.5) (the “Severance Multiplier”) multiplied by the sum of (x) Executive’s Base Salary as in effect on the date Notice of Termination is given or on the date immediately prior to the Termination Date, whichever is greater and (y) Executive’s Target Bonus). The Additional Payment shall actual amount of the 2017 Bonus Amount to be paid to Executive in a cash lump sum payment on will be prorated and will be determined by multiplying (x) the 60th day following the Termination Date, but only if the Waiver and Release has been timely executed and returned and the revocation period has expired; 2017 Bonus Amount by (2y) a portion of Executive’s annual incentive cash compensation equal to the annual incentive cash compensation as provided in Section 2(b) based on actual performance, multiplied by a fraction, the numerator of which equals is the number of days from that have passed since the commencement of the incentive compensation plan 2017 fiscal year in which such termination occurs through the Termination Date, Transition Date and the denominator of which equals is 365. Any such annual incentive cash compensation shall be paid in a cash lump sum on For avoidance of doubt, if Executive remains employed to the normal annual incentive cash compensation payment date Transition Date Executive will have worked for Senior Officers whose employment has continued, and in no event later than the later of (i) March 15 two of the year following the year in which the Termination Date occurs or (ii) the 60th day following the Termination Date, but only if the Waiver and Release has been timely executed and returned and the revocation period has expired; (3) if the Termination Date occurs after the end four quarters of the Company’s fiscal year and shall be entitled to half of his target bonus or $96,450 payable at the same time as bonuses are paid to other senior executives of the Company, but in no event (i) prior to the payment date the Supplemental Separation Agreement becomes effective and irrevocable, and (ii) after the fifteenth day of the annual incentive cash compensation for such third month following the end of the Company’s 2017 taxable year. (d) A lump sum payment equal to 150% of: (A) the monthly premium that Executive would be required to pay to continue Executive’s group plan coverage under COBRA at the rates in effect on the date of the Transition Date, multiplied by (B) twelve (12), which payment will be made regardless of whether Executive elects COBRA continuation coverage, less applicable withholdings, payable within ten (10) calendar days following the same annual incentive cash compensation effective date of the Supplemental Separation Agreement. (e) A lump sum payment equal to $11,574, which represents the Company contribution Executive would have been entitled had Executiveto receive under the Company’s employment continued through 401(k) Plan, less applicable withholdings, payable within ten (10) calendar days following the normal annual incentive cash compensation payment dateeffective date of the Supplemental Separation Agreement. (f) For these purposes of this Section 2, Executive will be considered to have become “Disabled” if anyhe is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months. (g) If the Supplemental Separation Agreement does not become effective and irrevocable by the Supplemental Release Deadline, Executive will forfeit any right to severance payments or benefits under this Transition Agreement. Such annual incentive cash compensation shall In no event will severance payments or benefits be paid in a cash lump sum on or provided until the normal annual incentive cash compensation payment date for Senior Officers whose employment has continued, Supplemental Separation Agreement actually becomes effective and in no event later than the later of March 15 of the year in which the Termination Date Occurs or (ii) the 60th day following the Termination Date, but only if the Waiver and Release has irrevocable. Any severance payments that would have been timely executed and returned and the revocation period has expired; and (4) payment for Executive’s (and Executive’s eligible dependents’) health care continuation premiums (“COBRA”) for the number of years equal made to Executive prior to the Severance Multiple (the “COBRA Payment”), any such amount shall Supplemental Separation Agreement becoming effective and irrevocable will be paid to Executive in a cash lump sum payment no later than the first Company payroll date on the 60th day or following the Termination Supplemental Release Deadline and the remaining payments will be made as provided in this Transition Agreement. (h) For avoidance of doubt, (A) if Executive resigns from or otherwise voluntarily terminates his employment with the Company for any reason prior to the Transition Date, but only if he will not be entitled to any severance payments pursuant to this Section 2 or otherwise, and (B) Executive’s rights and entitlements to payments under this Section 2 are not conditioned or otherwise subject to Executive providing services to the Waiver and Release has been timely executed and returned and Company following the revocation period has expiredTransition Date.