Common use of Cash Severance Payment Clause in Contracts

Cash Severance Payment. The Executive shall be entitled to receive continued payments of his base salary as in effect immediately prior to his termination date in accordance with the regular payroll schedule for executive officers of the Company until the earlier of (1) such date as the sum of such payments equals the lesser of (I) or (II) below, or (2) the date that is six months and a day after the Qualifying Termination (the “Salary Continuation Severance Payments”). The Executive shall also be entitled to receive a lump sum cash severance payment equal to the difference between (i) the product of the Executive’s Annual Salary multiplied by the Executive’s Severance Multiple, and (ii) the aggregate amount of Salary Continuation Severance Payments (the “Lump Sum Severance Payment”). The Lump Sum Severance Payment shall be paid to the Executive on a date that is six months and a day after the Qualifying Termination. The sum of the Salary Continuation Severance Payments and the Lump Sum Severance Payment shall be referred to as the “Severance Amount.” The Severance Amount shall not be taken into account for purposes of determining the Executive’s rights under any other employee benefit or compensation plans, agreements, arrangements or policies established, maintained or contributed to by the Company or its subsidiaries or affiliates. For purposes of this Section 3.01(a), “(I)” shall mean the sum of the Executive’s annualized compensation based upon his annual rate of pay for services provided to the Company for the calendar year preceding the Company’s taxable year in which the Employee had a separation from service as that term is used by Section 409A of the Code (“Separation from Service”), and “(II)” shall mean the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Executive has a Separation from Service.

Cash Severance Payment. The Provided that Executive complies with Section 5 below, Executive shall be entitled to receive continued payments of his base salary as in effect immediately prior to his termination date in accordance with the regular payroll schedule for executive officers of the Company until the earlier of (1) such date as the sum of such payments equals the lesser of (I) or (II) below, or (2) the date that is six months and a day after the Qualifying Termination (the “Salary Continuation Severance Payments”). The Executive shall also be entitled to receive a lump sum cash severance payment in an amount equal to the difference between (i) the product [twelve (12)/fifteen (15)/eighteen (18)] months of the Executive’s Annual Salary multiplied by the Executive’s Severance Multiple, and then-effective annual base salary plus (ii) 100% of the aggregate amount target bonus for which the Executive would have been eligible during the year of Salary Continuation Severance Payments (the “Lump Sum Severance Payment”). The Lump Sum Severance Payment shall be paid termination pursuant to the Executive on a date that is six months and a day after the Qualifying Termination. The sum Company’s then-effective Key Employee Incentive Plan or equivalent cash incentive bonus plan (less applicable withholding), paid within ten (10) business days of the Salary Continuation Severance Payments and effectiveness of the Lump Sum Severance Payment shall be referred to as the “Severance Amount.” The Severance Amount shall not be taken into account for purposes of determining the Executive’s rights under any other employee benefit or compensation plans, agreements, arrangements or policies established, maintained or contributed to by the Company or its subsidiaries or affiliatesRelease. For purposes of this Section 3.01(a)2.3, a Termination Upon Change of Control will be determined consistent with the rules relating to “(I)” shall mean the sum of the Executive’s annualized compensation based upon his annual rate of pay for services provided to the Company for the calendar year preceding the Company’s taxable year in which the Employee had a separation from service service” as that term is used by defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Separation from ServiceSection 409A”). Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement in connection with Executive’s termination of employment constitute deferred compensation subject to Section 409A, and Executive is deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of (II)” i) the expiration of the 6-month period measured from Executive’s separation from service from the Company or (ii) the date of Executive’s death following such a separation from service; provided, however, that such deferral shall mean only be effected to the maximum extent required to avoid adverse tax treatment to Executive including, without limitation, the additional twenty-percent (20%) tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Executive’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. All forms of compensation referred to in this Agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision will be read in such a manner so that all payments hereunder comply with Section 409A. To the extent any payment under this Agreement may be taken into account classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under a qualified plan pursuant to another provision of Section 401(a)(17) of the Code for the year in which the Executive has a Separation from Service.409A.

Cash Severance Payment. The Executive Provided that Employee complies with Section 4 below, Company shall pay Employee severance in the form of continuation of Employee’s base salary in effect on Employee’s termination date for twelve (12) months following such termination date. These payments will be made on the Company’s ordinary payroll dates starting with the first pay date after the termination date, and will be subject to standard payroll deductions and withholdings. Notwithstanding any other provision with respect to the time of payments under this Section 2.2, if, at the time of Employee’s termination, Employee is deemed to be a “specified employee” (within the meaning of Section 409A of the Internal Revenue Code (“Section 409A”), and any successor statute, regulation and guidance thereto) of the Company, then only to the extent necessary to comply with the requirements of Section 409A, any payments to which Employee may become entitled under this Section 2.2 which are subject to Section 409A (and not otherwise exempt from its application) will be withheld until the first business day of the seventh month following the termination of Employee’s employment, at which time Employee shall be entitled paid an aggregate amount equal to receive continued six months of payments otherwise due to the Employee under the terms of his base salary Section 2.2, as in effect immediately prior applicable. After the first business day of the seventh month following the termination of the Employee’s employment and continuing each month thereafter, the Employee shall be paid the regular payments otherwise due to his termination date the Employee in accordance with the regular payroll schedule for executive officers of the Company until the earlier of (1) such date as the sum of such payments equals the lesser of (I) or (II) below, or (2) the date that is six months and a day after the Qualifying Termination (the “Salary Continuation Severance Payments”). The Executive shall also be entitled to receive a lump sum cash severance payment equal to the difference between (i) the product of the Executive’s Annual Salary multiplied by the Executive’s Severance Multiple, and (ii) the aggregate amount of Salary Continuation Severance Payments (the “Lump Sum Severance Payment”). The Lump Sum Severance Payment shall be paid to the Executive on a date that is six months and a day after the Qualifying Termination. The sum of the Salary Continuation Severance Payments and the Lump Sum Severance Payment shall be referred to as the “Severance Amount.” The Severance Amount shall not be taken into account for purposes of determining the Executive’s rights under any other employee benefit or compensation plans, agreements, arrangements or policies established, maintained or contributed to by the Company or its subsidiaries or affiliates. For purposes terms of this Section 3.01(a)2.2, “(I)” shall mean the sum as applicable. In light of the Executive’s annualized compensation based upon his annual rate uncertainty surrounding the application of pay for services provided Section 409A, the Company cannot make any guarantee as to the Company for the calendar year preceding the Company’s taxable year in which the Employee had a separation from service as that term is used by treatment under Section 409A of the Code (“Separation from Service”), and “(II)” shall mean the maximum amount that may be taken into account any payments made or benefits provided under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Executive has a Separation from Servicethis Agreement.