Common use of Certain Disputes Concerning Termination Clause in Contracts

Certain Disputes Concerning Termination. If the Executive has a Separation from Service following a Change in Control and during the Term, and such Separation from Service is (a) an involuntary Separation from Service (within the meaning of Treasury Regulation section 1.409A-1(n)(1)) by the Company other than for Cause or Disability, or (b) a Separation from Service by the Executive for Good Reason, and, in the case of (a), the Company disputes by its Notice of Termination or otherwise (including without limitation by its conduct or inaction) that the Executive has had an involuntary Separation from Service (within the meaning of Treasury Regulation section 1.409A-1(n)(1)) by the Company other than for Cause or Disability, or, in the case of (b), the Company disputes by written notice or otherwise (including without limitation by its conduct or inaction) that the Executive has had a Separation from Service for Good Reason, and the Executive pursues the resolution of such dispute with reasonable diligence, then in that event during the period from the Date of Termination until the earlier of (i) the date on which the Term ends, or (ii) the date on which the dispute is finally resolved, either by mutual written agreement of the parties or by a final judgment, order or decree of an arbitrator (the “Continuation Period”), the Company shall continue to pay the Executive the salary at the rate in effect immediately prior to the Date of Termination, on the same payroll schedule that was in effect immediately prior to the Date of Termination, and shall pay the Executive on the first business day of each calendar month during the Continuation Period a bonus amount equal to one-twelfth of the amount described in Section 6.1(A)(ii)(a)(II) above, and shall pay the Executive at the end of each calendar month that ends during the Continuation Period a lump sum amount that is actuarially equivalent to the additional vested pension benefits the Executive would have accrued during such month under any qualified and non-qualified defined benefit employee pension benefit plans in which the Executive was participating immediately prior to the Date of Termination if the Executive had been able to and did continue to earn age credit, service credit for benefit accrual and vesting and compensation credit (based on the salary and bonus amounts paid through the end of such month pursuant to this sentence) during such month and all prior months during the Continuation Period under such plans (in addition to the Executive’s age, service credit and compensation credit under such plans through the Date of Termination and in addition to the 24 months of age credit, service credit and compensation credit referred to in Section 6.1(F) above), and shall continue to provide the Executive with the Perquisite Allowance, if any, that it was providing the Executive immediately prior to the Date of Termination, on the same schedule, and shall make monthly payments on the first payroll day of each month, commencing with the first such payroll day that coincides with or next follows the Date of Termination, equal to the monthly payments the Company is obligated to provide pursuant to Section 6.1(J) above. In addition, for a period immediately following the Benefits Period equal to the length of the Continuation Period, (A) the Company shall continue to provide the Executive with the Health Care Benefits described in Section 6.1(I) above, (B) the Company shall provide the Executive with the same benefits, if any, under the SEELIP, at the same times , that the Company would have provided if the SEELIP had remained in effect and the Executive’s active employment and participation in the SEELIP had continued (and no Separation from Service had occurred) until the end of the period immediately following the Benefits Period equal to the length of the Continuation Period and the Executive’s annual base salary during that period for purposes of the SEELIP had been equal to the Executive’s annual base salary as in effect immediately prior to the Separation from Service or, if higher, in effect immediately prior to any reduction thereof, and (C) the Company shall continue to provide the Executive with the death and disability coverage described in Section 6.1(L) above, the tax-free benefits described in Section 6.1(M) above, and the in-kind benefits and reimbursements and tax gross-ups described in Section 6.1(N) above, in each case on the same terms and conditions as apply during the Benefits Period. Amounts to be paid and benefits and perquisites to be provided under this Section 7.3 are in addition to all other amounts, benefits and perquisites due under this Agreement (including amounts, benefits and perquisites due under Section 6.1) and shall not be offset against or reduce any other amounts, benefits or perquisites due under this Agreement. For the avoidance of doubt, each payment to be made and benefit to be provided under the first sentence of this Section 7.3 is contingent on there having been, prior to the date on which the payment is to be made or the benefit is to be provided, (A) an involuntary Separation from Service (within the meaning of Treasury Regulation section 1.409A-1(n)(1)) of the Executive by the Company other than for Cause or Disability, or a Separation from Service by the Executive for Good Reason, (B) a dispute by the Company as described above, (C) the Executive’s pursuit of the resolution of such dispute with reasonable diligence, and (D) no final resolution of such dispute, either by mutual written agreement of the parties or by a final judgment, order or decree of an arbitrator.

Certain Disputes Concerning Termination. If the Executive has a Separation from Service following a Change in Control and during the Term, and such Separation from Service is is (a) an involuntary Separation from Service (within the meaning of Treasury Regulation section 1.409A-1(n)(1)) by the Company other than for Cause or Disability, or (b) a Separation from Service by the Executive for Good Reason, and, in the case of (a), the Company disputes by its Notice of Termination or otherwise (including without limitation by its conduct or inaction) that the Executive has had an involuntary Separation from Service (within the meaning of Treasury Regulation section 1.409A-1(n)(1)) by the Company other than for Cause or Disability, or, in the case of (b), the Company disputes by written notice or otherwise (including without limitation by its conduct or inaction) that the Executive has had a Separation from Service for Good Reason, and the Executive pursues the resolution of such dispute with reasonable diligence, then in that event during the period from the Date of Termination until the earlier of (i) the date on which the Term ends, or (ii) the date on which the dispute is finally resolved, either by mutual written agreement of the parties or by a final judgment, order or decree of an arbitrator (the “Continuation Period”), the Company shall continue to pay the Executive the salary at the rate in effect immediately prior to the Date of Termination, on the same payroll schedule that was in effect immediately prior to the Date of Termination, and shall pay the Executive on the first business day of each calendar month during the Continuation Period a bonus amount equal to one-twelfth of the amount described in Section 6.1(A)(ii)(a)(II) above, and shall pay the Executive at the end of each calendar month that ends during the Continuation Period a lump sum amount that is actuarially equivalent to the additional vested pension benefits the Executive would have accrued during such month under any qualified and non-qualified defined benefit employee pension benefit plans in which the Executive was participating immediately prior to the Date of Termination if the Executive had been able to and did continue to earn age credit, service credit for benefit accrual and vesting and compensation credit (based on the salary and bonus amounts paid through the end of such month pursuant to this sentence) during such month and all prior months during the Continuation Period under such plans (in addition to the Executive’s age, service credit and compensation credit under such plans through the Date of Termination and in addition to the 24 months of age credit, service credit and compensation credit referred to in Section 6.1(F) above), and shall continue to provide the Executive with the Perquisite Allowance, if any, that it was providing the Executive immediately prior to the Date of Termination, on the same schedule, and shall make monthly payments on the first payroll day of each month, commencing with the first such payroll day that coincides with or next follows the Date of Termination, equal to the monthly payments the Company is obligated to provide pursuant to Section 6.1(J) above. In addition, for a period immediately following the Benefits Period equal to the length of the Continuation Period, , (A) the Company shall continue to provide the Executive with the Health Care Benefits described in Section 6.1(I) above, (B) the Company shall provide the Executive with the same benefits, if any, under the SEELIP, at the same times , that the Company would have provided if the SEELIP had remained in effect and the Executive’s active employment and participation in the SEELIP had continued (and no Separation from Service had occurred) until the end of the period immediately following the Benefits Period equal to the length of the Continuation Period and the Executive’s annual base salary during that period for purposes of the SEELIP had been equal to the Executive’s annual base salary as in effect immediately prior to the Separation from Service or, if higher, in effect immediately prior to any reduction thereof, and (C) the Company shall continue to provide the Executive with the death and disability coverage described in Section 6.1(L) above, the tax-free benefits described in Section 6.1(M) above, and the in-kind benefits and reimbursements and tax gross-ups described in Section 6.1(N) above, in each case on the same terms and conditions as apply during the Benefits Period. Amounts to be paid and benefits and perquisites to be provided under this Section 7.3 are in addition to all other amounts, benefits and perquisites due under this Agreement (including amounts, benefits and perquisites due under under Section 6.1) and shall not be offset against or reduce any other amounts, benefits or perquisites due under this Agreement. For the avoidance of doubt, each payment to be made and benefit to be provided under the first sentence of this Section 7.3 is contingent on there having been, prior to the date on which the payment is to be made or the benefit is to be provided, (A) an involuntary Separation from Service (within the meaning of Treasury Regulation section 1.409A-1(n)(1)) of the Executive by the Company other than for Cause or Disability, or a Separation from Service by the Executive for Good Reason, (B) a dispute by the Company as described above, (C) the Executive’s pursuit of the resolution of such dispute with reasonable diligence, and (D) no final resolution of such dispute, either by mutual written agreement of the parties or by a final judgment, order or decree of an arbitrator.

Certain Disputes Concerning Termination. If the Executive has a Separation from Service following a Change in Control and during the Term, and such Separation from Service is (a) an involuntary Separation from Service (within the meaning of Treasury Regulation section 1.409A-1(n)(1)) by the Company other than for Cause or Disability, or (b) a Separation from Service by the Executive for Good Reason, and, in the case of (a), the Company disputes by its Notice of Termination or otherwise (including without limitation by its conduct or inaction) that the Executive has had an involuntary Separation from Service (within the meaning of Treasury Regulation section 1.409A-1(n)(1)) by the Company other than for Cause or Disability, or, in the case of (b), the Company disputes by written notice or otherwise (including without limitation by its conduct or inaction) that the Executive has had a Separation from Service for Good Reason, and the Executive pursues the resolution of such dispute with reasonable diligence, then in that event during the period from the Date of Termination until the earlier of (i) the date on which the Term ends, or (ii) the date on which the dispute is finally resolved, either by mutual written agreement of the parties or by a final judgment, order or decree of an arbitrator (the “"Continuation Period”"), the Company shall continue to pay the Executive the salary at the rate in effect immediately prior to the Date of Termination, on the same payroll schedule that was in effect immediately prior to the Date of Termination, and shall pay the Executive on the first business day of each calendar month during the Continuation Period a bonus amount equal to one-twelfth of the amount described in Section 6.1(A)(ii)(a)(II) above, and shall pay the Executive at the end of each calendar month that ends during the Continuation Period a lump sum amount that is actuarially equivalent to the additional vested pension benefits the Executive would have accrued during such month under any qualified and non-qualified defined benefit employee pension benefit plans in which the Executive was participating immediately prior to the Date of Termination if the Executive had been able to and did continue to earn age credit, service credit for benefit accrual and vesting and compensation credit (based on the salary and bonus amounts paid through the end of such month pursuant to this sentence) during such month and all prior months during the Continuation Period under such plans (in addition to the Executive’s age, service credit and compensation credit under such plans through the Date of Termination and in addition to the 24 months of age credit, service credit and compensation credit referred to in Section 6.1(F) above), and shall continue to provide the Executive with the Perquisite Allowance, if any, that it was providing the Executive immediately prior to the Date of Termination, on the same schedule, and shall make monthly payments on the first payroll day of each month, commencing with the first such payroll day that coincides with or next follows the Date of Termination, equal to the monthly payments the Company is obligated to provide pursuant to Section 6.1(J6.1(G) above. In addition, for a period immediately following the Benefits Period equal to the length of the Continuation Period, (A) the Company shall continue to provide the Executive with the Health Care Benefits described in Section 6.1(I6.1(F) above, (B) the Company shall provide the Executive with the same benefits, if any, under the SEELIPEGTLIP, at the same times , that the Company would have provided if the SEELIP EGTLIP had remained in effect and the Executive’s 's active employment and participation in the SEELIP EGTLIP had continued (and no Separation from Service had occurred) until the end of the period immediately following the Benefits Period equal to the length of the Continuation Period and the Executive’s 's annual base salary during that period for purposes of the SEELIP EGTLIP had been equal to the Executive’s 's annual base salary as in effect immediately prior to the Separation from Service or, if higher, in effect immediately prior to any reduction thereof, and (C) the Company shall continue to provide the Executive with the death and disability coverage described in Section 6.1(L6.1(I) above, the tax-free benefits described in Section 6.1(M6.1(J) above, and the in-kind benefits and reimbursements and tax gross-ups described in Section 6.1(N6.1(K) above, in each case on the same terms and conditions as apply during the Benefits Period. Amounts to be paid and benefits and perquisites to be provided under this Section 7.3 are in addition to all other amounts, benefits and perquisites due under this Agreement (including amounts, benefits and perquisites due under Section 6.1) and shall not be offset against or reduce any other amounts, benefits or perquisites due under this Agreement. For the avoidance of doubt, each payment to be made and benefit to be provided under the first sentence of this Section 7.3 is contingent on there having been, prior to the date on which the payment is to be made or the benefit is to be provided, (A) an involuntary Separation from Service (within the meaning of Treasury Regulation section 1.409A-1(n)(1)) of the Executive by the Company other than for Cause or Disability, or a Separation from Service by the Executive for Good Reason, (B) a dispute by the Company as described above, (C) the Executive’s 's pursuit of the resolution of such dispute with reasonable diligence, and (D) no final resolution of such dispute, either by mutual written agreement of the parties or by a final judgment, order or decree of an arbitrator.