Common use of Certain Termination Payments Clause in Contracts

Certain Termination Payments. (a) If the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive pursuant to Section 6(a)(v), in either case other than within two years after a Change in Control, (i) The Company shall for three (3) years from the Executive’s Date of Termination (i) continue to pay to the Executive the Base Salary including accumulated deferred salary then in effect and provide him and his family with the benefits described in Section 5(b) then in effect (unless the terms of the applicable plans expressly prohibit the continuation of such benefits after such termination and cannot be amended, with applicability of such amendment limited to the Executive, to provide for such continuation, in which case the Company shall procure and pay for substantially similar substitute benefits). (ii) In addition, the vesting of any stock option, stock grant, stock appreciation right or other compensatory grant of any nature to or for the benefit of the Executive (the “Grants”) shall be accelerated, and all such Grants, if any, that are unvested or not exercisable on the Date of Termination, shall be immediately exercisable for the duration of their respective terms, notwithstanding any contrary provision of any plan pursuant to which such Grant is made, including without limitation any such provision that purports to require exercise of rights under such Grant within a particular time period after termination of employment. (b) If the Executive’s employment is terminated by the Company for Cause or is terminated pursuant to Section 6(a)(iv) other than within two years after a Change in Control, the Executive shall be entitled to no further compensation or other payments or benefits under this Agreement, except as to that portion of any unpaid salary and benefits accrued and earned by him hereunder up to and including the Date of Termination; provided, however that in the event of a termination by the Executive pursuant to Section 6(a)(iv), then all Grants that are exercisable on the Date of Termination shall be exercisable for the duration of their respective terms, notwithstanding any contrary provision of any plan pursuant to which such Grant is made, including without limitation any such provision that purports to require exercise of rights under such Grant within a particular time period after termination of employment. (c) If Executive’s employment is terminated by the Executive with or without Cause, or is pursuant to Section 6(a)(iv) other than within two years after a Change in Control the Executive shall be entitled to no further compensation or other payments or benefits under this Agreement except as to that portion of any unpaid salary and benefits accrued and earned by him hereunder up to and including the Date of Termination; provided, however that in the event of a termination by the Executive, then all Grants from the Company or any of its subsidiaries that are exercisable on the Date of Termination shall be exercisable for the duration of their respective terms, notwithstanding any contrary provision of any plan pursuant to which such Grant is made, including without limitation any such provision that purports to require exercise of rights under such Grant within a particular time period after termination of employment.

Certain Termination Payments. (a) If the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive pursuant to Section 6(a)(v), in either case other than within two years after following a Change in Control, (i) The , or is terminated by Executive pursuant to Paragraph 5(a)(v), the Company shall for three (3) years from the Executive’s Date of Termination (i) continue to pay to the Executive the Base Salary including accumulated deferred per annum rate of salary then in effect under Paragraph 3(a) and provide him and his family with the benefits described in Section 5(bParagraph 3(c) then in effect (unless the terms of the applicable plans expressly prohibit the continuation of such benefits after such termination and cannot be amended, with applicability of such amendment limited to the Executive, to provide for such continuation, in which case the Company shall procure and pay for substantially similar substitute benefits). benefits except for any pension or 401(k) Plan benefit, or unless continued coverage would cause an excise tax to be due under Code Section 409A, in which event the period of continued coverage shall be reduced to such period as would not result in an excise tax) for a period equal to the lesser of (A) twelve (12) months and (B) the remainder of the term of this Agreement, and (ii) In addition, pay Executive on or before the vesting of any stock option, stock grant, stock appreciation right or other compensatory grant of any nature to or for the benefit of the Executive (the “Grants”) shall be accelerated, and all such Grants, if any, that are unvested or not exercisable on thirtieth day after the Date of TerminationTermination an amount equal to the target bonus opportunity for the year in which such termination occurs. Notwithstanding the foregoing, if Executive is a specified employee within the meaning of Code Section 409A, the continuing salary payments described in clause (i) and the bonus payment described in clause (ii) shall not be paid until the first day of the seventh month following the month in which the Executive’s termination from employment occurs. In such event, the salary payments that would have been made but for the delay shall be immediately exercisable for accumulated and paid in a lump sum on the duration of their respective terms, notwithstanding any contrary provision of any plan pursuant to which such Grant is first date that payment may be made, including without limitation any such provision that purports to require exercise of rights under such Grant within a particular time period after termination of employment. (b) If the Executive’s employment is terminated by the Company for with Cause or is terminated by Executive pursuant to Section 6(a)(iv) other than within two years after a Change in ControlParagraph 5(a)(iv), the Executive shall be entitled to no further compensation or other payments or benefits under this Agreement, except as to that portion of any unpaid salary and benefits accrued and earned by him hereunder under Paragraphs 3(a) and 3(c) hereof up to and including the Date of Termination; provided, however that in the event of a termination by the Executive pursuant to Section 6(a)(iv), then all Grants that are exercisable on the Date of Termination shall be exercisable for the duration of their respective terms, notwithstanding any contrary provision of any plan pursuant to which such Grant is made, including without limitation any such provision that purports to require exercise of rights under such Grant within a particular time period after termination of employment. (c) If Executive’s employment is terminated by the Executive with or without Cause, or is pursuant to Section 6(a)(iv) other than within two years after a Change in Control the Executive shall be entitled to no further compensation or other payments or benefits under this Agreement except as to that portion of any unpaid salary and benefits accrued and earned by him hereunder up to and including the Date of Termination; provided, however that in the event of a termination by the Executive, then all Grants from the Company or any of its subsidiaries that are exercisable on the Date of Termination shall be exercisable for the duration of their respective terms, notwithstanding any contrary provision of any plan pursuant to which such Grant is made, including without limitation any such provision that purports to require exercise of rights under such Grant within a particular time period after termination of employment.

Certain Termination Payments. (a) If the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive pursuant to Section 6(a)(v), in either case other than within two years after following a Change in Control, (i, or is terminated by Executive pursuant to Paragraph 5(a)(v) The or Paragraph 5(a)(vii), the Company shall for three (3) years from the Executive’s Date of Termination (i) continue to pay to the Executive the Base Salary including accumulated deferred per annum rate of salary then in effect under Paragraph 3(a) and provide him and his family with the benefits described in Section 5(bParagraph 3(c) then in effect (unless the terms of the applicable plans expressly prohibit the continuation of such benefits after such termination and cannot be amended, with applicability of such amendment limited to the Executive, to provide for such continuation, in which case the Company shall procure and pay for substantially similar substitute benefits). benefits except for any pension or 401(k) Plan benefit, or unless continued coverage would cause an excise tax to be due under Code Section 409A, in which event the period of continued coverage shall be reduced to such period as would not result in an excise tax) for a period equal to the lesser of (A) twelve (12) months or (B) the remainder of the term of this Agreement, and (ii) In addition, pay Executive on or before the vesting of any stock option, stock grant, stock appreciation right or other compensatory grant of any nature to or for the benefit of the Executive (the “Grants”) shall be accelerated, and all such Grants, if any, that are unvested or not exercisable on thirtieth day after the Date of TerminationTermination an amount equal to the target bonus opportunity for the year in which such termination occurs. Notwithstanding the foregoing, if Executive is a specified employee within the meaning of Code Section 409A, the continuing salary payments described in clause (i) and the bonus payment described in clause (ii) shall not be paid until the first day of the seventh month following the month in which the Executive’s termination from employment occurs. In such event, the salary payments that would have been made but for the delay shall be immediately exercisable for accumulated and paid in a lump sum on the duration of their respective terms, notwithstanding any contrary provision of any plan pursuant to which such Grant is first date that payment may be made, including without limitation any such provision that purports to require exercise of rights under such Grant within a particular time period after termination of employment. (b) If the Executive’s employment is terminated by the Company for with Cause or is terminated by Executive pursuant to Section 6(a)(iv) other than within two years after a Change in ControlParagraph 5(a)(iv), the Executive shall be entitled to no further compensation or other payments or benefits under this Agreement, except as to that portion of any unpaid salary and benefits accrued and earned by him hereunder under Paragraphs 3(a) and 3(c) hereof up to and including the Date of Termination; provided, however that in the event of a termination by the Executive pursuant to Section 6(a)(iv), then all Grants that are exercisable on the Date of Termination shall be exercisable for the duration of their respective terms, notwithstanding any contrary provision of any plan pursuant to which such Grant is made, including without limitation any such provision that purports to require exercise of rights under such Grant within a particular time period after termination of employment. (c) If Executive’s employment is terminated by the Executive with or without Cause, or is pursuant to Section 6(a)(iv) other than within two years after a Change in Control the Executive shall be entitled to no further compensation or other payments or benefits under this Agreement except as to that portion of any unpaid salary and benefits accrued and earned by him hereunder up to and including the Date of Termination; provided, however that in the event of a termination by the Executive, then all Grants from the Company or any of its subsidiaries that are exercisable on the Date of Termination shall be exercisable for the duration of their respective terms, notwithstanding any contrary provision of any plan pursuant to which such Grant is made, including without limitation any such provision that purports to require exercise of rights under such Grant within a particular time period after termination of employment.

Certain Termination Payments. (a) If the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive pursuant to Section 6(a)(v), in either case other than within two years after a Change in Control, (i) The Company shall for three one (31) years year from the Executive’s Date of Termination (i) continue to pay to the Executive the Base Salary including accumulated deferred salary then in effect and provide him her and his her family with the benefits described in Section 5(b) then in effect (unless the terms of the applicable plans expressly prohibit the continuation of such benefits after such termination and cannot be amended, with applicability of such amendment limited to the Executive, to provide for such continuation, in which case the Company shall procure and pay for substantially similar substitute benefits). (ii) In addition, the vesting of any stock option, stock grant, stock appreciation right or other compensatory grant of any nature to or for the benefit of the Executive (the “Grants”) shall be accelerated, and all such Grants, if any, that are unvested or not exercisable on the Date of Termination, shall be immediately exercisable for the duration of their respective terms, notwithstanding any contrary provision of any plan pursuant to which such Grant is made, including without limitation any such provision that purports to require exercise of rights under such Grant within a particular time period after termination of employment. (b) If the Executive’s employment is terminated by the Company for Cause or is terminated pursuant to Section 6(a)(iv) other than within two years after a Change in Control, the Executive shall be entitled to no further compensation or other payments or benefits under this Agreement, except as to that portion of any unpaid salary and benefits accrued and earned by him hereunder up to and including the Date of Termination; provided, however that in the event of a termination by the Executive pursuant to Section 6(a)(iv), then all Grants that are exercisable on the Date of Termination shall be exercisable for the duration of their respective terms, notwithstanding any contrary provision of any plan pursuant to which such Grant is made, including without limitation any such provision that purports to require exercise of rights under such Grant within a particular time period after termination of employment. (c) If Executive’s employment is terminated by the Executive with or without Cause, or is pursuant to Section 6(a)(iv) other than within two years after a Change in Control the Executive shall be entitled to no further compensation or other payments or benefits under this Agreement except as to that portion of any unpaid salary and benefits accrued and earned by him her hereunder up to and including the Date of Termination; provided, however that in the event of a termination by the Executive, then all Grants from the Company or any of its subsidiaries that are exercisable on the Date of Termination shall be exercisable for the duration of their respective terms, notwithstanding any contrary provision of any plan pursuant to which such Grant is made, including without limitation any such provision that purports to require exercise of rights under such Grant within a particular time period after termination of employment.