Common use of COMPENSATION AND BENEFITS FOLLOWING TERMINATION OF EMPLOYMENT Clause in Contracts

COMPENSATION AND BENEFITS FOLLOWING TERMINATION OF EMPLOYMENT. 5.1 If Executive’s employment is terminated pursuant to Section 4.1 (death), Section 4.2 (disability), or Section 4.3 (by the Company For Cause), Executive shall be entitled to salary accrued through the date of termination and no other benefits other than as required under the terms of employee benefit plans in which Executive was participating as of the date of termination. 5.2 If Executive’s employment is terminated by the Company pursuant to Section 4.4 (without Cause) or by Executive pursuant to Section 4.5 (Good Reason), Executive shall be entitled to continue to receive the salary at the rate in effect upon the date of termination of employment for six (6) months following the date of termination of employment, payable in accordance with the Company’s normal payroll practices and policies, as if Executive’s employment had not terminated. Executive shall be entitled to no other post-employment benefits except for benefits payable under applicable benefit plans in which Executive is entitled to participate pursuant to Section 3.3 hereof through the date of termination, subject to and in accordance with the terms of such plans 5.3 As a condition to Executive’s right to receive any benefits pursuant to Section 5.2 of this Agreement: 5.3.1 Executive must execute and deliver to the Company a written release in form and substance satisfactory to the Company, of any and all claims against the Company Group and all directors and officers of the Company Group with respect to all matters arising out of Executive’s employment hereunder, or the termination thereof (other than claims for entitlements under the terms of this Agreement or plans or programs of the Company in which Executive has accrued a benefit); and 5.3.2 Executive must not breach any of his covenants and agreements under Sections 7 and 8 of this Agreement, which continue following termination of his employment. 5.4 In the event of termination of Executive’s employment pursuant to Section 4.3 (by the Company For Cause), and subject to applicable law and regulations, the Company shall be entitled offset against any payments due Executive the loss and damage, if any, which shall have been suffered by the Company as a result of the acts or omissions of Executive giving rise to termination under Section 4.3. The foregoing shall not be construed to limit any cause of action, claim or other rights, which the Company may have against Executive in connection with such acts or omissions. 5.5 Executive acknowledges that the Company has the right to terminate Executive’s employment without Cause, and both parties hereby agree that such termination shall not be a breach of this Agreement or any other express or implied agreement between the Company and Executive. Accordingly, in the event of such termination, each of the Company and Executive shall be entitled only to those benefits and rights specifically provided for in this Agreement in the event of such termination, and shall not have any other rights to any compensation or damages for breach of contract.

COMPENSATION AND BENEFITS FOLLOWING TERMINATION OF EMPLOYMENT. 5.1 If (a) In the event of termination of the Executive’s 's employment for any reason other than a termination pursuant to Section 4.3(b) or Section 4.4 (or a termination caused merely by the expiration of the Term): (i) all compensation and other benefits payable or provided hereunder shall cease as of the date of termination; (ii) Base Salary (if any) then payable or accrued through the date of termination; (iii) all accrued benefits (if any) then payable to the Executive pursuant to the terms of any plans or arrangements referred to in Section 3.5 shall be paid to the Executive (or to his heirs, legatees and/or legal representatives) through the date of termination; and (iv) except in the event of termination due to death (Section 4.1) or Disability (Section 4.2), any Options that remain unexcercised and any shares of stock that remain unvested pursuant to Section 3.3 shall immediately be forfeited to the Company. In the event of termination due to death (Section 4.1) or Disability (Section 4.2), any Options that remain unexcercised and any shares of stock that remain unvested pursuant to Section 3.3 shall immediately be excercisable by the Executive (or his heirs, legatees and/or legal representatives), and fully vested in the Executive, and upon issuance all such shares shall be subject to the Company's Stockholders Agreement then in effect. (b) In the event of termination of the Executive's employment pursuant to Section 4.3(b) or Section 4.4 (each a "Wrongful Termination"), the Executive (or, in the event of the Executive's subsequent death or disability, his heirs, legatees and/or legal representatives) shall receive, at the times and as the same would have been payable hereunder if the Executive's employment had not been so terminated, each of the following payments and benefits: (i) all accrued benefits (if any) then payable to the Executive pursuant to the terms of any plans or arrangements referred to in Section 3.5; (ii) with respect to any periods on or prior to April 1, 1997, all payments of the full Base Salary which would have been due to the Executive through April 1, 1997, at the times such payments would otherwise be made, all as if this Agreement were still in effect; (iii) with respect to any periods after April 1, 1997, 100% of the Base Salary which would have been due to the Executive through the remainder of the Term, at the times such payments would otherwise be made, all as if this Agreement were still in effect; (iv) with respect to any periods on or prior to April1, 1997, all payments in respect of all Bonuses that the Executive would have received (determined by taking the average of the amounts of the Bonuses actually received by the Executive, if any, for the Bonus Years immediately preceding the calendar year during which the Executive's employment is terminated, or such lesser number of Bonus years during the Term; if the Executive's employment is terminated during 1996 prior to determination of a Bonus for the 1996 Bonus Year, it shall be assumed that the Executive would have received a Bonus calculated in accordance with Schedule 3.2(b) for the 1996 Bonus Year) with respect to each calendar year, or each portion thereof, through April 1, 1997, subject to the provisions of Section 3.2(b) hereof, at the times such payments would otherwise be made, all as if this Agreement were still in effect and subject to the provisions of Section 3.2(c) hereof; (v) with respect to any periods after April 1, 1997, 50% of the payments in respect of all Bonuses that the Executive would have received (determined by taking the average of the amounts of the Bonuses actually received by the Executive, if any, for the three Bonus years immediately preceding the calendar year during which the Executives employment is terminated, or such lesser number of Bonus years during the Term) with respect to each calendar year, or each portion thereof, through the remainder of the Term, subject to the provisions of Section 3.2(b) hereof, at the times such payments would otherwise be made, all as if this Agreement were still in effect and subject to the provisions of Section 3.2(c) hereof; (vi) subject to the provisions of the Company's Amended and Restated Articles (as in effect on the date hereof), the Company's Bylaws (as in effect on the date hereof), the Stockholder's Agreement, and, if issued under a Plan, any Plan then in effect, any Options that remain unexcercised and any shares of stock that remain unvested pursuant to Section 4.1 3.3 shall immediately (death), and thereafter) be fully excercisable and vest in the Executive and no longer be subject to forfeiture. (c) In the event of termination under Section 4.2 (disability), the Executive or Section 4.3 (his legal representative, as the case may be, shall, in addition to such other payments benefits and rights as may be due from the Company hereunder, be entitled to receive from insurers the proceeds of any disability policies maintained by the Company For Cause), Executive shall be entitled to salary accrued through the date of termination and no other benefits other than as required under the terms of employee benefit plans in which Executive was participating as of the date of termination. 5.2 If Executive’s employment is terminated by the Company pursuant to Section 4.4 (without Cause) or by Executive pursuant to Section 4.5 (Good Reason), Executive shall be entitled to continue to receive the salary at the rate in effect upon the date of termination of employment for six (6) months following the date of termination of employment, payable in accordance with the Company’s normal payroll practices and policies, as if Executive’s employment had not terminated. Executive shall be entitled to no other post-employment benefits except for benefits payable under applicable benefit plans in which Executive is entitled to participate pursuant to Section 3.3 hereof through the date of termination, subject to and in accordance with the terms of such plans 5.3 As a condition to Executive’s right to receive any benefits pursuant to Section 5.2 of this Agreement: 5.3.1 Executive must execute and deliver to the Company a written release in form and substance satisfactory to the Company, of any and all claims against the Company Group and all directors and officers of the Company Group with respect to all matters arising out of Executive’s employment hereunder, or the termination thereof (other than claims for entitlements under the terms of this Agreement or plans or programs of the Company in which Executive has accrued a benefit); and 5.3.2 Executive must not breach any of his covenants and agreements under Sections 7 and 8 of this Agreement, which continue following termination of his employment. 5.4 In the event of termination of Executive’s employment pursuant to Section 4.3 (by the Company For Cause), and subject to applicable law and regulations, the Company shall be entitled offset against any payments due Executive the loss and damage, if any, which shall have been suffered by the Company as a result of the acts or omissions of Executive giving rise to termination under Section 4.3. The foregoing shall not be construed to limit any cause of action, claim or other rights, which the Company may have against Executive in connection with such acts or omissions. 5.5 Executive acknowledges that the Company has the right to terminate Executive’s employment without Cause, and both parties hereby agree that such termination shall not be a breach of this Agreement or any other express or implied agreement between the Company and Executive. Accordingly, in the event of such termination, each of the Company and Executive shall be entitled only to those benefits and rights specifically provided for in this Agreement in the event of such termination, and shall not have any other rights to any compensation or damages for breach of contract.