Common use of Compensation on Termination Clause in Contracts

Compensation on Termination. If Employee’s employment is terminated under Sections 5.01, 5.02, 5.03, 5.04 or 5.05 above, the Employer’s obligation to pay Employee’s Base Salary and Auto Allowance shall cease on the date on which the termination of employment occurs and shall be prorated and accrued to the date of termination. The Employer’s obligations and Employee’s rights with respect to Stock Awards, Options and Other Benefits, if any, shall be governed by the provisions of the plans under which they are granted (if so granted). If Employee’s employment is terminated under Sections 5.01 or 5.05 above, the Employer’s obligation to pay the amounts set forth in Section 2.02 above shall cease on the date on which the termination of employment occurs and shall be prorated and accrued to the date of termination. If Employee’s employment is terminated under Sections 5.02, 5.03 or 5.04 above, then so long as Employee provides such assistance and time as may reasonably be required 3196714-5 by the Employer to effect a smooth transition to the employee(s) assuming Employee’s duties and responsibilities, the Employer’s obligation to pay the amounts set forth in Section 2.02 shall continue until the fifth anniversary of this Agreement, it being understood that in the event of Employee’s death such obligation shall be owed exclusively to Employee’s estate. If Employee is a “Specified Employee”, as defined in Internal Revenue Code Section 409A and the regulations promulgated thereunder, on the date of his termination of employment, amounts otherwise payable within the first six (6) calendar months following Employee’s termination of employment, if any, shall be delayed, to the extent necessary for Employee to avoid the adverse tax consequences imposed under Code Section 409A. On the first business day of the seventh calendar month immediately following Employee’s termination of employment, payment of any such aggregate amount of the delayed cash payment shall be paid in a lump sum. The Employer’s obligations and Employee’s rights with respect to Stock Awards, Options and Other Benefits, if any, shall be governed by the provisions of the plans under which they are granted and paid or provided to the date on which Employee’s employment is so terminated.

Compensation on Termination. If EmployeeExecutive’s employment is terminated under Sections 5.01, 5.02, 5.03, 5.04 5.02 or 5.05 5.03 above, the Employer’s obligation to pay EmployeeExecutive’s Base Salary and Salary, Auto Allowance and Bonus pursuant to the Annual Incentive Plan shall cease on the date on which the termination of employment occurs and shall be prorated and accrued to the date of termination. The Employer’s obligations and EmployeeExecutive’s rights with respect to Stock Awards, Options and Other Benefits, if any, Benefits shall be governed by the provisions of the plans under which they are granted (if so granted). If EmployeeExecutive’s employment is terminated under Sections 5.01 Section 5.04 or if the Executive terminates his employment for Good Reason under Section 5.05 above(b), the Employer’s obligation Employer shall be obligated to pay to Executive an amount equal to his then current annual Base Salary and Auto Allowance and Bonus earned by Executive for the amounts set forth twelve-month period ending on the date of termination of employment, which amount may be paid by Employer in Section 2.02 above shall cease on substantially equal installments over the period of twelve (12) months after the date on which the termination of employment occurs and shall be prorated and accrued to the date of termination. If EmployeeExecutive’s employment is so terminated under Sections 5.02, 5.03 or 5.04 above, then so long as Employee provides such assistance and time as may reasonably be required 3196714-5 by the Employer to effect a smooth transition to the employee(s) assuming Employee’s duties and responsibilities, the Employer’s obligation to pay the amounts set forth in Section 2.02 shall continue until the fifth anniversary of this Agreement, it being understood that in the event of Employee’s death such obligation shall be owed exclusively to Employee’s estate. If Employee is a “Specified Employee”, as defined in Internal Revenue Code Section 409A and the regulations promulgated thereunder, on the date of his termination of employment, amounts otherwise payable within the first six (6) calendar months following Employee’s termination of employment, if any, shall be delayed, to the extent necessary for Employee to avoid the adverse tax consequences imposed under Code Section 409A. On the first business day of the seventh calendar month immediately following Employee’s termination of employment, payment of any such aggregate amount of the delayed cash payment shall be paid in a lump sumdates Employer would normally pay its employees. The Employer’s obligations and EmployeeExecutive’s rights with respect to Stock Awards, Options and Other Benefits, if any, Benefits shall be governed by the provisions of the plans under which they are granted and paid or provided to the date on which EmployeeExecutive’s employment is so terminated. During the time Employer makes such payments, Executive shall provide such assistance and time as may reasonably be required by Employer to effect a smooth transition to the employee(s) assuming Executive’s duties and responsibilities. If Executive’s employment is terminated under Section 5.05 (a) (for other than Good Reason), subject to its rights as specified in Section 1.02, (a) the Employer shall be obligated to continue to pay to Executive his then current Base Salary accrued up to and including the date on which Executive’s employment is so terminated, (b) the Employer shall continue to pay Auto Allowance and Bonus, in accordance with the terms of the Annual Incentive Plan under which it is then being paid, accrued up to and including the date on which Executive’s employment is terminated under such Section, and (c) Employer’s obligations and Executive’s rights with respect to Stock Awards, Options and Other Benefits shall be governed by the provisions of the plans under which they are granted and paid or provided to the date on which Executive’s employment is so terminated.

Compensation on Termination. If In the event of any termination of this Agreement by Employer pursuant to section 2.02 for any reason other than Employee’s employment 's willful misconduct, Employee shall be entitled to receive, and Employer shall be obligated to pay, all Base Compensation (as defined in Section 3.01(a) at the annual rate which Employee is terminated under Sections 5.01, 5.02, 5.03, 5.04 or 5.05 above, the Employer’s obligation to pay Employee’s Base Salary and Auto Allowance shall cease receiving on the date on Termination notice is given, which would otherwise be paid to Employee hereunder, for a period of three (3) years following the Termination Date together with an amount equal to three (3) times the average annual bonus and incentive compensation received by Employee for the period beginning July 1, 1988 and ending upon the termination of employment occurs this Agreement together with an amount equal to three (3) times any payment Employer may have made for the previous year to Employee's 401-K Plan and Pension Plan on behalf of the Employee (the "Severance Compensation"). For purposes of calculation hereunder, the bonus and incentive compensation shall be prorated the actual annual bonus and accrued incentive compensation actually paid to Employee or the date annual sum of termination$50,000 whichever is greater. The Employer’s obligations and Employee’s rights with respect Employer shall pay to Stock AwardsEmployee the Severance Compensation, Options and Other Benefits, if any, shall be governed by at the provisions sole discretion of the plans under which they are granted (if so granted). If Employee’s employment is terminated under Sections 5.01 , either in a lump sum or 5.05 above, in the Employer’s obligation to pay the amounts set forth in Section 2.02 above shall cease same manner and on the date on which same dates as Employee would have received the Base Compensation had the termination of employment occurs and shall be prorated and accrued to the date of terminationthis Agreement not occurred. If Employee’s employment is terminated under Sections 5.02, 5.03 or 5.04 above, then so long as Employee provides such assistance and time as may reasonably be required 3196714-5 by the Employer to effect a smooth transition to the employee(s) assuming Employee’s duties and responsibilities, the Employer’s obligation to pay the amounts set forth in Section 2.02 shall continue until the fifth anniversary of this Agreement, it being understood that in In the event of Employee’s 's death such obligation after termination, but before he has received the entire Severance Compensation hereunder, Employer shall pay to Employee's estate or designated beneficiary in one lump sum the balance of the Severance Compensation which would have been due Employee had his death not occurred. From and after the Termination Date, Employee shall be owed exclusively entitled to Employee’s estatereceive medical and insurance benefits previously received by him at the same level and cost to the Employee as of the Termination Date for a period of three (3) years after the Termination Date in addition to the Severance Compensation. If Employer shall pay the premiums for Employee is a “Specified Employee”, and his dependents' health coverage for the aforesaid three (3) years from the Termination Date under Employer's health plans which cover the Employer's senior executives or similar plans in the same proportion of Employer contributions to Employee contributions to said premiums as defined in Internal Revenue Code Section 409A and the regulations promulgated thereunder, existence on the date of his termination of employmentTermination Date. Payments may, amounts otherwise payable within at the first six (6) calendar months following Employee’s termination of employment, if any, shall be delayed, to the extent necessary for Employee to avoid the adverse tax consequences imposed under Code Section 409A. On the first business day discretion of the seventh calendar month immediately following Employer, be made by continuing the Employee’s termination of employment, payment of any such aggregate amount of 's participation in the delayed cash payment shall be paid in Employer's plans as a lump sum. The Employer’s obligations retiree or by covering the Employee and Employee’s rights with respect to Stock Awards, Options and Other Benefits, if any, shall be governed by the provisions of the plans his dependents under which they are granted and paid or provided to the date on which Employee’s employment is so terminatedsubstitute arrangements.

Compensation on Termination. If Employee’s employment is terminated under Sections 5.01, 5.02, 5.03, 5.04 or 5.05 above, the Employer’s obligation to pay Employee’s Base Salary and Auto Allowance shall cease on the date on which the termination of employment occurs and shall be prorated and accrued to the date of termination. The Employer’s obligations and Employee’s rights with respect to Stock Awards, Options and Other Benefits, if any, shall be governed by the provisions of the plans under which they are granted (if so granted). If Employee’s employment is terminated under Sections 5.01 or 5.05 above, the Employer’s obligation to pay the amounts set forth in Section 2.02 above shall cease on the date on which the termination of employment occurs and shall be prorated and accrued to the date of termination. If Employee’s employment is terminated under Sections 5.02, 5.03 or 5.04 above, then so long as Employee provides such assistance and time as may reasonably be required 9 3196714-5 by the Employer to effect a smooth transition to the employee(s) assuming Employee’s duties and responsibilities, the Employer’s obligation to pay the amounts set forth in Section 2.02 shall continue until the fifth anniversary of this Agreement, it being understood that in the event of Employee’s death such obligation shall be owed exclusively to Employee’s estate. If Employee is a “Specified Employee”, as defined in Internal Revenue Code Section 409A and the regulations promulgated thereunder, on the date of his termination of employment, amounts otherwise payable within the first six (6) calendar months following Employee’s termination of employment, if any, shall be delayed, to the extent necessary for Employee to avoid the adverse tax consequences imposed under Code Section 409A. On the first business day of the seventh calendar month immediately following Employee’s termination of employment, payment of any such aggregate amount of the delayed cash payment shall be paid in a lump sum. The Employer’s obligations and Employee’s rights with respect to Stock Awards, Options and Other Benefits, if any, shall be governed by the provisions of the plans under which they are granted and paid or provided to the date on which Employee’s employment is so terminated.. ARTICLE SIX REMEDIES 6.01 Employee acknowledges that the restrictions contained in this Agreement will not prevent him from obtaining such other gainful employment he may desire to obtain or cause him any undue hardship and are reasonable and necessary in order to protect the legitimate interests and expectations of the Employer and that violation thereof would result in irreparable injury to the Employer. Employee therefor acknowledges and agrees that in the event of a breach or threatened breach by Employee of the provisions of Article Three or Article Four or Section 1.03, the Employer shall be entitled (without the requirement of posting a bond) to an injunction restraining Employee from such breach or threatened breach and Employee shall lose all rights to receive any payments under this Agreement, including without limitation those provided for in Section 2.02. Nothing herein shall be construed as prohibiting or limiting the Employer from pursuing any other remedies available to the Employer for such breach or threatened breach; the rights hereinabove mentioned being in addition to and not in substitution of such other rights and remedies. The period of restriction specified in Article Four shall xxxxx during the time of any violation thereof, and the portion of such period remaining at the commencement of the violation shall begin to run until the violation is fully and finally cured. 6.02

Compensation on Termination. If Employee’s employment is terminated under Sections 5.01, 5.02, 5.03, 5.04 or 5.05 above, the Employer’s obligation to pay Employee’s Base Salary and Salary, Auto Allowance and Bonus pursuant to the Annual Incentive Plan shall cease on the date on which the termination of employment occurs and shall be prorated and accrued to the date of termination, except as expressly provided for below with respect to Sections 5.04 and 5.05(b). The Employer’s obligations and Employee’s rights with respect to Stock Awards, Options and Other Benefits, if any, Benefits shall be governed by the provisions of the plans under which they are granted (if so granted). If Employee’s employment is terminated under Sections 5.01 or 5.05 aboveSection 5.04 , the Employer’s obligation Employer shall be obligated to pay to Employee an amount equal to his then current annual Base Salary and any earned Bonus for the amounts set forth 12 month period ending on the date of termination, which amount shall be paid by Employer in Section 2.02 above shall cease on substantially equal installments over the period of twelve (12) months after the date on which the termination of employment occurs and shall be prorated and accrued to the date of termination. If Employee’s employment is so terminated under Sections 5.02on the dates Employer would normally pay its employees. However, 5.03 or 5.04 above, then so long as Employee provides such assistance and time as may reasonably be required 3196714-5 by if the Employer to effect a smooth transition to the employee(s) assuming Employee’s duties and responsibilities, the Employer’s obligation to pay the amounts set forth in Section 2.02 shall continue until the fifth anniversary of this Agreement, it being understood that in the event of Employee’s death such obligation shall be owed exclusively to Employee’s estate. If Employee is a “Specified Employee”, as defined in Internal Revenue Code Section 409A and the regulations promulgated thereunderthere under, on the date of his termination of employment, such amounts otherwise payable within the first six (6) calendar months following the Employee’s termination of employment, if any, shall be delayed, to the extent necessary for the Employee to avoid the adverse tax consequences imposed under Code Section 409A. On the first business day of the seventh calendar month immediately following the Employee’s termination of employment, payment of any such the aggregate amount of the delayed cash payment shall be paid in a lump sum. The remaining installment payments shall be made on the same dates as the Employer makes regular payroll payments under its customary practice. Employer’s obligations and Employee’s rights with respect to Stock Awards, Options and Other Benefits, if any, Benefits shall be governed by the provisions of the plans under which they are granted and paid or provided to the date on which Employee’s employment is so terminated. During the time Employer makes such payments, Employee shall provide such assistance and time as may reasonably be required by Employer to effect a smooth transition to the employee(s) assuming Employee’s duties and responsibilities.

Compensation on Termination. If Employee’s employment is terminated under Sections 5.01, 5.02, 5.03, 5.04 5.02 or 5.05 5.03 above, the Employer’s obligation to pay Employee’s Base Salary and Salary, Auto Allowance and Bonus pursuant to the Annual Incentive Plan shall cease on the date on which the termination of employment occurs and shall be prorated and accrued to the date of termination. The Employer’s obligations and Employee’s rights with respect to Stock Awards, Options and Other Benefits, if any, Benefits shall be governed by the provisions of the plans under which they are granted (if so granted). If Employee’s employment is terminated under Sections 5.01 or 5.05 above, Section 5.04 (a) the Employer’s obligation Employer shall be obligated to continue to pay the amounts set forth in Section 2.02 above shall cease on to Employee his then current Base Salary accrued up to and including the date on which Executive’s employment is so terminated, (b) the termination Employer shall continue to pay Auto Allowance and Bonus, in accordance with the terms of employment occurs the Annual Incentive Plan under which it is them being paid, accrued up to and shall be prorated and accrued to including the date of termination. If on which Employee’s employment is terminated under Sections 5.02so terminated, 5.03 or 5.04 above, then so long as Employee provides such assistance and time as may reasonably be required 3196714-5 by the Employer to effect a smooth transition to the employee(s(c) assuming Employee’s duties and responsibilities, the Employer’s obligation to pay the amounts set forth in Section 2.02 shall continue until the fifth anniversary of this Agreement, it being understood that in the event of Employee’s death such obligation shall be owed exclusively to Employee’s estate. If Employee is a “Specified Employee”, as defined in Internal Revenue Code Section 409A and the regulations promulgated thereunder, on the date of his termination of employment, amounts otherwise payable within the first six (6) calendar months following Employee’s termination of employment, if any, shall be delayed, to the extent necessary for Employee to avoid the adverse tax consequences imposed under Code Section 409A. On the first business day of the seventh calendar month immediately following Employee’s termination of employment, payment of any such aggregate amount of the delayed cash payment shall be paid in a lump sum. The Employer’s obligations and Employee’s rights with respect to Stock Awards, Options and Other Benefits, if any, Benefits shall be governed by the provisions of the plans under which they are granted and paid or provided to the date on which Employee’s employment is so terminated.. If Employee’s employment is terminated under Section 5.05, subject to its rights as specified in Section 1.02, (a) the Employer shall be obligated to continue to pay to Employee his then current Base Salary accrued up to and including the date on which Executive’s employment is so terminated, (b) the Employer shall continue to pay Auto Allowance and Bonus, in accordance with the terms of the Annual Incentive Plan under which it is them being paid, accrued up to and including the date notice of termination is given under such Section, and (c) Employer’s obligations and Employee’s rights with respect to Stock Awards, Options and Other Benefits shall be governed by the provisions of the plans under which they are granted and paid or provided to the date on which Employee’s employment is so terminated. ARTICLE SIX

Compensation on Termination. If Employee’s employment is terminated under Sections 5.01, 5.02, 5.03, 5.04 5.04, 5.05 or 5.05 5.06 above, the Employer’s obligation to pay Employee’s Base Salary and Salary, Auto Allowance and Bonus pursuant to the Annual Incentive Plan shall cease on the date on which the termination of employment occurs and shall be prorated and accrued to the date of termination, except as expressly provided for below with respect to Sections 5.04. The Employer’s obligations and Employee’s rights with respect to Stock Awards, Options and Other Benefits, if any, Benefits shall be governed by the provisions of the plans under which they are granted (if so granted). If Employee’s employment is terminated under Sections 5.01 Section 5.04 or 5.05 above5.06, the Employer’s obligation Employer shall be obligated to pay to Employee an amount equal to 12 months of his then current Base Salary, which amount shall be paid by Employer in substantially equal installments over the amounts set forth in Section 2.02 above shall cease on period of 12 months after the date on which Employee’s employment is so terminated on the termination dates Employer would normally pay its employees In addition, provided that (a) Employee has elected COBRA continuation coverage and (b) Employee pays for Employee’s portion of employment occurs Employee’s medical and dental premiums, then the Employer shall be prorated continue to pay the Employer’s portion of Employee’s medical and accrued to dental premiums during such COBRA continuation coverage until the earlier of (i) 12 months after the date of termination. If on which Employee’s employment is terminated under Sections 5.02or (ii) the date that Employee becomes eligible to receive medical insurance benefits from a new employer; provided that, 5.03 if such continued coverage would result in excise tax or 5.04 aboveother penalties imposed on Employer, then so long as Employee provides shall pay the entire amount of such assistance COBRA continuation coverage and time as may reasonably be required 3196714-5 by the Employer to effect shall pay Employee a smooth transition dollar amount equal to the employee(s) assuming Employee’s duties and responsibilitiesamount Employer would otherwise have contributed to such coverage. Notwithstanding the foregoing, the Employer’s obligation to pay the amounts set forth payments and benefits described in Section 2.02 shall continue until the fifth anniversary of this Agreement, it being understood that in the event of Employee’s death such obligation paragraph shall be owed exclusively subject to Employee’s estateexecution and delivery of a customary release of claims against Employer and its affiliates by no later than the 45th day following his termination of employment and his not revoking such release, and none of the cash payments described in the first sentence of this paragraph shall be paid until such release has been delivered and a seven day revocation period has elapsed. If Any amounts that would have been paid prior to the execution, delivery and lapse of the revocation period of such release but for the preceding sentence shall be paid on the first payroll period following the 60th day after Employee’s termination of employment. However, if the Employee is a “Specified Employee”, as defined in Internal Revenue Code Section 409A and the regulations promulgated thereunder, on the date of his termination of employment, such amounts otherwise payable within the first six (6) calendar months following the Employee’s termination of employment, if any, shall be delayed, to the extent necessary for the Employee to avoid the adverse tax consequences imposed under Code Section 409A. On the first business day of the seventh calendar month immediately following the Employee’s termination of employment, payment of any such the aggregate amount of the delayed cash payment shall be paid in a lump sum. The remaining installment payments shall be made on the same dates as the Employer makes regular payroll payments under its customary practice. Employer’s obligations and Employee’s rights with respect to Stock Awards, Options and Other Benefits, if any, Benefits shall be governed by the provisions of the plans under which they are granted and paid or provided to the date on which Employee’s employment is so terminated. During the time Employer makes such payments, Employee shall provide such assistance and time as may reasonably be required by Employer to effect a smooth transition to the employee(s) assuming Employee’s duties and responsibilities.

Compensation on Termination. If In the event of any termination of this Agreement by Employer pursuant to section 2.02 for any reason other than Employee’s employment 's willful misconduct, Employee shall be entitled to receive, and Employer shall be obligated to pay, all Base Compensation (as defined in Section 3.01(a) at the annual rate which Employee is terminated under Sections 5.01, 5.02, 5.03, 5.04 or 5.05 above, the Employer’s obligation to pay Employee’s Base Salary and Auto Allowance shall cease receiving on the date on Termination notice is given, which would otherwise be paid to Employee hereunder, for a period of three (3) years following the Termination Date together with an amount equal to three (3) times the average annual bonus and incentive compensation received by Employee for the period beginning August 31, 1992 and ending upon the termination of employment occurs this Agreement together with an amount equal to three (3) times any payment Employer may have made for the previous year to Employee's 401-K Plan and Pension Plan on behalf of the Employee (the "Severance Compensation"). For purposes of calculation hereunder, the bonus and incentive compensation shall be prorated the actual annual bonus and accrued incentive compensation actually paid to Employee or the date annual sum of termination$50,000 whichever is greater. The Employer’s obligations and Employee’s rights with respect Employer shall pay to Stock AwardsEmployee the Severance Compensation, Options and Other Benefits, if any, shall be governed by at the provisions sole discretion of the plans under which they are granted (if so granted). If Employee’s employment is terminated under Sections 5.01 , either in a lump sum or 5.05 above, in the Employer’s obligation to pay the amounts set forth in Section 2.02 above shall cease same manner and on the date on which same dates as Employee would have received the Base Compensation had the termination of employment occurs and shall be prorated and accrued to the date of terminationthis Agreement not occurred. If Employee’s employment is terminated under Sections 5.02, 5.03 or 5.04 above, then so long as Employee provides such assistance and time as may reasonably be required 3196714-5 by the Employer to effect a smooth transition to the employee(s) assuming Employee’s duties and responsibilities, the Employer’s obligation to pay the amounts set forth in Section 2.02 shall continue until the fifth anniversary of this Agreement, it being understood that in In the event of Employee’s 's death such obligation after termination, but before he has received the entire Severance Compensation hereunder, Employer shall pay to Employee's estate or designated beneficiary in one lump sum the balance of the Severance Compensation which would have been due Employee had his death not occurred. From and after the Termination Date, Employee shall be owed exclusively entitled to Employee’s estatereceive medical and insurance benefits previously received by him at the same level and cost to the Employee as of the Termination Date for a period of three (3) years after the Termination Date in addition to the Severance Compensation. If Employer shall pay the premiums for Employee is a “Specified Employee”, and his dependents' health coverage for the aforesaid three (3) years from the Termination Date under Employer's health plans which cover the Employer's senior executives or similar plans in the same proportion of Employer contributions to Employee contributions to said premiums as defined in Internal Revenue Code Section 409A and the regulations promulgated thereunder, existence on the date of his termination of employmentTermination Date. Payments may, amounts otherwise payable within at the first six (6) calendar months following Employee’s termination of employment, if any, shall be delayed, to the extent necessary for Employee to avoid the adverse tax consequences imposed under Code Section 409A. On the first business day discretion of the seventh calendar month immediately following Employer, be made by continuing the Employee’s termination of employment, payment of any such aggregate amount of 's participation in the delayed cash payment shall be paid in Employer's plans as a lump sum. The Employer’s obligations retiree or by covering the Employee and Employee’s rights with respect to Stock Awards, Options and Other Benefits, if any, shall be governed by the provisions of the plans his dependents under which they are granted and paid or provided to the date on which Employee’s employment is so terminatedsubstitute arrangements.

Compensation on Termination. If In the event of any termination of this Agreement by Employer pursuant to section 2.02 for any reason other than Employee’s employment 's willful misconduct, Employee shall be entitled to receive, and Employer shall be obligated to pay, all Base Compensation (as defined in Section 3.01(a) at the annual rate which Employee is terminated under Sections 5.01, 5.02, 5.03, 5.04 or 5.05 above, the Employer’s obligation to pay Employee’s Base Salary and Auto Allowance shall cease receiving on the date on Termination notice is given, which would otherwise be paid to Employee hereunder, for a period of four (4) years following the Termination Date together with an amount equal to four (4) times the average annual bonus and incentive compensation received by Employee for the period beginning March 4, 1996 and ending upon the termination of employment occurs this Agreement together with an amount equal to four (4) times any payment Employer may have made for the previous year to Employee's 401-K Plan and Pension Plan on behalf of the Employee (the "Severance Compensation"). For purposes of calculation hereunder, the bonus and incentive compensation shall be prorated the actual annual bonus and accrued incentive compensation actually paid to Employee or the date annual sum of termination$50,000 whichever is greater. The Employer’s obligations and Employee’s rights with respect Employer shall pay to Stock AwardsEmployee the Severance Compensation, Options and Other Benefits, if any, shall be governed by at the provisions sole discretion of the plans under which they are granted (if so granted). If Employee’s employment is terminated under Sections 5.01 , either in a lump sum or 5.05 above, in the Employer’s obligation to pay the amounts set forth in Section 2.02 above shall cease same manner and on the date on which same dates as Employee would have received the Base Compensation had the termination of employment occurs and shall be prorated and accrued to the date of terminationthis Agreement not occurred. If Employee’s employment is terminated under Sections 5.02, 5.03 or 5.04 above, then so long as Employee provides such assistance and time as may reasonably be required 3196714-5 by the Employer to effect a smooth transition to the employee(s) assuming Employee’s duties and responsibilities, the Employer’s obligation to pay the amounts set forth in Section 2.02 shall continue until the fifth anniversary of this Agreement, it being understood that in In the event of Employee’s 's death such obligation after termination, but before he has received the entire Severance Compensation hereunder, Employer shall pay to Employee's estate or designated beneficiary in one lump sum the balance of the Severance Compensation which would have been due Employee had his death not occurred. From and after the Termination Date, Employee shall be owed exclusively entitled to Employee’s estatereceive medical and insurance benefits previously received by him at the same level and cost to the Employee as of the Termination Date for a period of four (4) years after the Termination Date in addition to the Severance Compensation. If Employer shall pay the premiums for Employee is a “Specified Employee”, and his dependents' health coverage for the aforesaid four (4) years from the Termination Date under Employer's health plans which cover the Employer's senior executives or similar plans in the same proportion of Employer contributions to Employee contributions to said premiums as defined in Internal Revenue Code Section 409A and the regulations promulgated thereunder, existence on the date of his termination of employmentTermination Date. Payments may, amounts otherwise payable within at the first six (6) calendar months following Employee’s termination of employment, if any, shall be delayed, to the extent necessary for Employee to avoid the adverse tax consequences imposed under Code Section 409A. On the first business day discretion of the seventh calendar month immediately following Employer, be made by continuing the Employee’s termination of employment, payment of any such aggregate amount of 's participation in the delayed cash payment shall be paid in Employer's plans as a lump sum. The Employer’s obligations retiree or by covering the Employee and Employee’s rights with respect to Stock Awards, Options and Other Benefits, if any, shall be governed by the provisions of the plans his dependents under which they are granted and paid or provided to the date on which Employee’s employment is so terminatedsubstitute arrangements.