Common use of Certain Termination Payments Clause in Contracts

Certain Termination Payments. (a) If Executive’s employment with the Company is terminated by the Company without Cause other than within two years following a Change in Control, or is terminated by Executive pursuant to Paragraph 5(a)(v) or Paragraph 5(a)(vii), the Company shall (i) continue to pay to Executive the per annum rate of salary under Paragraph 3(a) and provide him and his family with the benefits described in Paragraph 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 Executive, to provide for such continuation, in which case the Company shall procure and pay for substantially similar substitute 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) pay Executive on or before the thirtieth day after the Date of Termination 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 accumulated and paid in a lump sum on the first date that payment may be made.

Certain Termination Payments. (a) If Executive’s employment with the Company is terminated by the Company without Cause other than within two years following a Change in Control, or is terminated by Executive pursuant to Paragraph 5(a)(v) or Paragraph 5(a)(vii), the Company shall (i) continue to pay to Executive the per annum rate of salary under Paragraph 3(a) and provide him and his family with the benefits described in Paragraph 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 Executive, to provide for such continuation, in which case the Company shall procure and pay for substantially similar substitute 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 and (B) the remainder of the term of this Agreement, and (ii) pay Executive on or before the thirtieth day after the Date of Termination 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 accumulated and paid in a lump sum on the first date that payment may be made.