Common use of Compensation Payable Clause in Contracts

Compensation Payable. In the event that Executive terminates employment pursuant to Section 7(a), the Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements referred to in Section 4c hereof, shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to $1.00 less than three (3) times Executive's "base amount" within the full meaning of Section 280G of the Internal Revenue Code. Such amount shall be paid to Executive in a single lump sum cash payment within five (5) business days after the effective date of Executive's termination. (iv) Executive will be 100% vested in all benefits, awards, and grants (including stock options) accrued but unpaid as of the date of termination under any non-qualified pension plan, supplemental and/or incentive compensation or bonus plans, in which Executive was a participant as of the date of termination. Executive shall also be eligible for a bonus or incentive compensation payment (the "bonus payment"), payable at 100% of the maximum bonus available to Executive, pro-rated as of the effective date of the termination. The bonus payment shall be payable within five (5) days after the effective date of Employee's termination. Employee shall have until the expiration date shown on the stock option award in which to exercise the options which have vested pursuant to this section. Except as may be provided under this Section 7 or under the terms of any incentive compensation, employee benefit, or fringe benefit plan applicable to Executive at the time of Executive's resignation from employment, Executive shall have no right to receive any other compensation, or to participate in any other plan, arrangement or benefit, with respect to future periods after such resignation or termination.

Compensation Payable. In the event that Executive terminates employment pursuant to Section 7(a), the Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements referred to in Section 4c 4(c) hereof, shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to $1.00 less than three (3) times Executive's "base amount" within the full meaning of Section 280G of the Internal Revenue Code. Such amount shall be paid to Executive in a single lump sum cash payment within five (5) business days after the effective date of Executive's terminationresignation. (iv) Executive will be 100% vested in all benefits, awards, and grants (including stock optionsoption grants) accrued but unpaid as of the date of termination under any non-qualified pension plan, supplemental and/or incentive compensation or bonus plans, in which Executive was a participant as of the date of termination. The Executive will have until the expiration date shown on the stock option award in which to exercise all options which have vested pursuant to this Section 7(b)(iv). Executive shall also be eligible for a bonus or incentive compensation payment (the "bonus payment"), payable at 100% of the maximum bonus available to Executive, pro-rated as of the effective date of the termination. The bonus payment shall be payable within five (5) days after the effective date of Employee's termination. Employee shall have until the expiration date shown on the stock option award in which to exercise the options which have vested pursuant to this section. Except as may be provided under this Section 7 or under the terms of any incentive compensation, employee benefit, or fringe benefit plan applicable to Executive at the time of Executive's resignation from employment, Executive shall have no right to receive any other compensation, or to participate in any other plan, arrangement or benefit, with respect to future periods after such resignation or termination.

Compensation Payable. In the event that Executive terminates employment pursuant to Section 7(a), the Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements referred to in Section 4c hereof, hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to $1.00 less than three (3) times Executive's "base amount" within the full meaning of Section 280G of the Internal Revenue Code. Such amount shall be paid to Executive in a single lump sum cash payment within five (5) business days after the effective date of Executive's termination. (iv) Executive will be 100% vested in all benefits, awards, and grants (including stock options) accrued but unpaid as of the date of termination under any non-qualified pension plan, supplemental and/or incentive compensation or bonus plans, in which Executive was a participant as of the date of termination. Executive shall also be eligible for a bonus or incentive compensation payment (the "bonus payment"), payable at 100% of the maximum bonus available to Executive, pro-rated as of the effective date of the termination. The bonus payment shall be payable within five (5) days after the effective date of Employee's termination. Employee shall have until the expiration date shown on the stock option award in which to exercise the options which have vested pursuant to this section. Except as may be provided under this Section 7 or under the terms of any incentive compensation, employee benefit, or fringe benefit plan applicable to Executive at the time of Executive's resignation from employment, Executive shall have no right to receive any other compensation, or to participate in any other plan, arrangement or benefit, with respect to future periods after such resignation or termination.

Compensation Payable. In the event that Executive Employee terminates employment pursuant to Section 7(a) or (b), the Company shall pay the following amounts to ExecutiveEmployee: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, ; any accrued but unpaid expenses required to be reimbursed under this Agreement, Agreement through the date of termination; any accrued and unused vacation accrued to the date of termination. (ii) Any benefits to which Executive Employee may be entitled pursuant to the plans, policies and arrangements referred to in Section 4c 4(d) hereof, shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to $1.00 less than three the sum of Employee’s annual Base Salary plus Employee’s target annual bonus (3) times Executive's "base amount" within the full meaning of Section 280G of the Internal Revenue Codein each case as then in effect). Such amount shall be paid to Executive Employee in a single lump sum cash payment within five ten (510) business days after the effective date of Executive's Employee’s termination. (iv) Executive Employee will be 100% vested in all benefits, awards, and grants (including stock options) accrued but unpaid as of the date of termination under any non-qualified pension plan, supplemental and/or incentive compensation or bonus plans, in which Executive Employee was a participant as of the date of termination. Executive shall also be eligible for a bonus or incentive compensation payment (the "bonus payment"), payable at 100% of the maximum bonus available to Executive, pro-rated as of the effective date of the termination. The bonus payment shall be payable within five (5) days after the effective date of Employee's termination. Employee shall have until the expiration date shown on the stock option award first anniversary of Employee’s termination of employment in which to exercise the options which have vested pursuant to this section, but in no event beyond the term of the option. Except as may be provided under this Section 7 or under the terms of any incentive compensation, employee benefit, or fringe benefit plan applicable to Executive Employee at the time of Executive's Employee’s resignation from employment, Executive Employee shall have no right to receive any other compensation, or to participate in any other plan, arrangement or benefit, with respect to future periods after such resignation or termination. IN no event shall Employee be entitled to receive any compensation or benefits under any such other plan or arrangement that is similar to the benefits provided under this Agreement.

Compensation Payable. In the event that Executive terminates employment pursuant to Section 7(a), the Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements referred to in Section 4c hereof, shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal The payments and benefits provided for in Section 6(d) except that the period with respect to $1.00 less than which severance is calculated pursuant to Section 6 (d) (iii) will be three years and the benefit continuation period in Section (3d) times Executive's "base amount" within the full meaning of Section 280G of the Internal Revenue Code. Such amount shall (iv) will be paid to Executive in a single lump sum cash payment within five (5) business days after the effective date of Executive's terminationthree years. (iv) Executive will be 100% vested in all benefits, awards, and grants (including stock options) accrued but unpaid as of the date of termination under any non-qualified pension plan, supplemental and/or incentive compensation or bonus plans, in which Executive was a participant as of the date of termination. Executive shall also be eligible for a bonus or incentive compensation payment (the "bonus payment"), payable at 100% of the maximum bonus available to Executive, pro-rated as of the effective date of the termination. The bonus payment shall be payable within five (5) days after the effective date of Employee's termination. Employee shall have until the expiration date shown on the stock option award in which to exercise the options which have vested pursuant to this section. Except as may be provided under this Section 7 or under the terms of any incentive compensation, employee benefit, or fringe benefit plan applicable to Executive at the time of Executive's resignation from employment, Executive shall have no right to receive any other compensation, or to participate in any other plan, arrangement or benefit, with respect to future periods after such resignation or termination.

Compensation Payable. In the event that Executive terminates employment pursuant to Section 7(a), the Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements referred to in Section 4c 4(c) hereof, shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to $1.00 less than three (3) times Executive's "base amount" within the full meaning of Section 280G of the Internal Revenue Code. Such amount shall be paid to Executive in a single lump sum cash payment within five (5) business days after the effective date of Executive's terminationresignation. (iv) Executive will be 100% vested in all benefits, awards, and grants (including stock optionsoption grants) accrued but unpaid as of the date of termination under any non-qualified pension plan, supplemental and/or incentive compensation or bonus plans, in which Executive was a participant as of the date of termination. Executive shall also be eligible for a bonus or incentive compensation payment (the "bonus payment"), payable at 100% of the maximum bonus available to Executive, pro-rated as of the effective date of the termination. The bonus payment shall be payable within five (5) days after the effective date of Employee's termination. [Employee shall have until the expiration date shown on the stock option award in which to exercise the options which have vested pursuant to this section. .] Except as may be provided under this Section 7 or under the terms of any incentive compensation, employee benefit, or fringe benefit plan applicable to Executive at the time of Executive's resignation from employment, Executive shall have no right to receive any other compensation, or to participate in any other plan, arrangement or benefit, with respect to future periods after such resignation or termination.

Compensation Payable. In the event that Executive terminates employment pursuant to Section 7(a), the Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements referred to in Section 4c 4(c) hereof, shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to $1.00 less than three (3) times Executive's "base amount" within the full meaning of Section 280G of the Internal Revenue Code. Such amount shall be paid to Executive in a single lump sum cash payment within five (5) business days after the effective date of Executive's terminationresignation. (iv) Executive will be 100% vested in all benefits, awards, and grants (including stock optionsoption grants) accrued but unpaid as of the date of termination under any non-qualified pension plan, supplemental and/or incentive compensation or bonus plans, in which Executive was a participant as of the date of termination. Executive will have until the expiration date shown on the stock option award in which to exercise all options which have vested pursuant to this Section 7(b)(iv). Executive shall also be eligible for a bonus or incentive compensation payment (the "bonus payment"), payable at 100% of the maximum bonus available to Executive, pro-rated as of the effective date of the termination. The bonus payment shall be payable within five (5) days after the effective date of Employee's termination. Employee shall have until the expiration date shown on the stock option award in which to exercise the options which have vested pursuant to this section. Except as may be provided under this Section 7 or under the terms of any incentive compensation, employee benefit, or fringe benefit plan applicable to Executive at the time of Executive's resignation from employment, Executive shall have no right to receive any other compensation, or to participate in any other plan, arrangement or benefit, with respect to future periods after such resignation or termination.

Compensation Payable. Should your employment with the Company terminate, you will be entitled to the amounts and benefits shown on the following table, subject to Paragraphs 4(b) through 4(h) and Paragraph 5(g). In the event that Executive terminates employment pursuant to Section 7(a)of such termination, and except for payments noted in this Paragraph 4 and expense reimbursements in accordance with Paragraph 3(f) and Paragraphs 9(d) and 10, the Company shall pay the following amounts will have no further obligations to Executive: you under this Agreement. Termination For Cause/Voluntary Termination without Good Reason Involuntary Termination/ Good Reason Disability Death Payment of (i1) Any any accrued but unpaid Base Salary and, if earned and announced by the Board with respect to the prior fiscal year and not previously paid, any bonus owing to you for services rendered such prior fiscal year, (2) any accrued but unpaid vacation due you at the end of the Term, (3) other unpaid amounts then due you under Company benefit plans or programs, and (4) termination and cancellation of all unvested Restricted Shares and options, with 30 days to exercise vested options. Same as for termination for Cause except that (1) your Base Salary, Target Bonuses will continue through the expiration of the Term, (2) benefits (other than benefits provided under (a) any plan qualified under Section 401(a) of the Internal Revenue Code and (b) any stock or incentive based plan) will continue through the earlier of the first anniversary of the termination of your employment or the end of the otherwise applicable Term, provided you meet the requirements in Paragraph 5 and subject to the terms and conditions of each benefit plan (other than the requirement of continued employment) and provided further that such benefits shall terminate upon your securing other employment with substantially similar benefits, (3) all of the Restricted Shares and Initial Grant shall vest (and be exercisable for one year from termination of your employment), and (4) the reasonable repatriation expenses for you, your spouse, your children and your possessions ("Repatriation Expenses") will be paid. Your Base Salary will continue until the earliest of (1) the 180th day following the start of your disability absence, or (2) your death and will be reduced by other Company-provided disability benefits available to you. Payment of (1) any accrued but unpaid Base Salary, bonus due you for the prior year, if any, and pro rata Target Bonus through the date of termination, (2) any accrued but unpaid expenses required vacation to due you at the end of the Term, (3) other unpaid amounts then due you under Company benefit plans or programs, (4) vesting of Restricted Shares and Options that would otherwise have vested within one year of the termination of your employment (which shall be reimbursed under this Agreementexercisable for one year from termination of your employment), and (5) Repatriation Expenses will be paid. Payment of (1) any vacation accrued to but unpaid Base Salary, bonus due you for the prior year, if any, and pro rata Target Bonus through your date of termination. death, (ii2) Any any accrued but unpaid vacation due you at the end of the Term, and (3) other unpaid amounts then due you under Company benefit plans or programs, except that those payments will be made to your estate or legal representative, and your death benefits payable due to your death under Company employee benefit plans or programs will also be paid, (4) vesting of Restricted Shares and Options that would otherwise have vested within one year of your death (which Executive may shall be exercisable for one year from termination of your death), and (5) Repatriation Expenses will be paid. Within 120 days after any termination you shall repay each of the Tax Note and the Stock Note in full, except that prior to such time the Company shall be entitled pursuant to the plans, policies and arrangements referred Paragraph 4(g) hereof to in Section 4c hereof, shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to $1.00 less than three (3) times Executive's "base amount" within the full meaning of Section 280G offset as a prepayment of the Internal Revenue Code. Such amount shall be paid Tax Note and the Stock Note any amounts payable to Executive in a single lump sum cash payment within five (5) business days after the effective date of Executive's terminationyou hereunder by any outstanding amounts thereunder. (iv) Executive will be 100% vested in all benefits, awards, and grants (including stock options) accrued but unpaid as of the date of termination under any non-qualified pension plan, supplemental and/or incentive compensation or bonus plans, in which Executive was a participant as of the date of termination. Executive shall also be eligible for a bonus or incentive compensation payment (the "bonus payment"), payable at 100% of the maximum bonus available to Executive, pro-rated as of the effective date of the termination. The bonus payment shall be payable within five (5) days after the effective date of Employee's termination. Employee shall have until the expiration date shown on the stock option award in which to exercise the options which have vested pursuant to this section. Except as may be provided under this Section 7 or under the terms of any incentive compensation, employee benefit, or fringe benefit plan applicable to Executive at the time of Executive's resignation from employment, Executive shall have no right to receive any other compensation, or to participate in any other plan, arrangement or benefit, with respect to future periods after such resignation or termination.

Compensation Payable. In the event that Executive terminates his employment pursuant to Section 7(a), the Company shall pay the following amounts to Executive5(d)(ii) hereof: (i) Any Executive shall be entitled to receive, within fourteen (14) days after the effective date of termination, any accrued but unpaid Base Salary for services rendered by Executive to the Company prior to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued and cash compensation (at a rate per day equal to the date Base Salary divided by the number of business days in the relevant year) for any accrued vacation that remained unused by Executive at the time of termination. (ii) Any benefits to which Executive may shall be entitled to continue to receive his Base Salary on the Company's regular pay days for greater of the balance of the Employment Term at the effective date of Executive's termination of his employment or six (6) months (the "Salary Continuance Period"), plus the average of the cash bonus(es) paid or payable to Executive in the most recently completed fiscal year, pro rated for the balance of the Salary Continuance Period. (iii) Executive shall be entitled to continue to receive benefits pursuant to the plans, policies and arrangements referred to in Section 4c hereof4(d) hereof throughout the Salary Continuance Period; provided, shall be determined and paid in accordance with the terms of however, if such plans, policies and arrangements. (iii) An amount equal arrangements do not continue to $1.00 less than three (3) times be maintained by the Company or are otherwise not available to Executive's "base amount" within , the full meaning of Section 280G of the Internal Revenue Code. Such amount Company shall be paid provide for and make available to Executive in a single lump sum cash payment within five (5) business days after substantially similar economic benefits as were provided to Executive pursuant to such plans, policies and arrangements as of the effective date of Executive's termination. (iv) Any stock options granted Executive will be 100% vested in all benefits, awards, and grants (including stock options) accrued but unpaid as of the date of termination under any non-qualified pension plan, supplemental and/or incentive compensation or bonus plans, in which Executive was a participant as of the date of termination. Executive shall also be eligible for a bonus or incentive compensation payment (the "bonus payment"), payable at 100% of the maximum bonus available prior to Executive, pro-rated as of the effective date of termination will continue to vest (to the extent such options were unvested at the time of termination. The bonus payment ) and Executive shall be payable within five (5) days after the effective date of Employee's termination. Employee shall have until the expiration date shown on the stock option award in which permitted to exercise such options at the options which same time and in the amounts as would have vested pursuant to this sectionbeen the case had Executive remained employed by the Company. Except as may be provided under this Section 7 or under the terms of any incentive compensation, employee benefit, benefit or fringe benefit plan applicable to Executive at the time of Executive's resignation from employmenttermination, Executive shall have no right to receive any other compensation, or to participate in any other plan, arrangement or benefit, with respect to future periods after such resignation or termination.

Compensation Payable. In the event that Executive Employee terminates employment pursuant to Section 7(a), the Company shall pay the following amounts to ExecutiveEmployee: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination. (ii) Any benefits to which Executive Employee may be entitled pursuant to the plans, policies and arrangements referred to in Section 4c hereof, shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to $1.00 less than three (3) times ExecutiveEmployee's "base amount" within the full meaning of Section 280G of the Internal Revenue Code. Such amount shall be paid to Executive Employee in a single lump sum cash payment within five (5) business days after the effective date of ExecutiveEmployee's termination. (iv) Executive Employee will be 100% vested in all benefits, awards, and grants (including stock options) accrued but unpaid as of the date of termination under any non-qualified pension plan, supplemental and/or incentive compensation or bonus plans, in which Executive Employee was a participant as of the date of termination. Executive Employee shall also be eligible for a bonus or incentive compensation payment (the "bonus payment"), payable at 100% of the maximum bonus available to ExecutiveEmployee, pro-rated as of the effective date of the termination. The bonus payment shall be payable within five (5) days after the effective date of Employee's termination. Employee shall have until the expiration date shown on the stock option award in which to exercise the options which have vested pursuant to this section. Except as may be provided under this Section 7 or under the terms of any incentive compensation, employee benefit, or fringe benefit plan applicable to Executive Employee at the time of ExecutiveEmployee's resignation from employment, Executive Employee shall have no right to receive any other compensation, or to participate in any other plan, arrangement or benefit, with respect to future periods after such resignation or termination.

Compensation Payable. In the event that Executive terminates employment pursuant to Section 7(a), the Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements referred to in Section 4c 4(c) hereof, shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to $1.00 less than three (3) times Executive's "base amount" within the full meaning of Section 280G of the Internal Revenue Code. Such amount shall be paid to Executive in a single lump sum cash payment within five (5) business days after the effective date of Executive's terminationresignation. (iv) Executive will be 100% vested in all benefits, awards, and grants (including stock optionsoption grants) accrued but unpaid as of the date of termination under any non-qualified pension plan, supplemental and/or incentive compensation or bonus plans, in which Executive was a participant as of the date of termination. The Executive will have until the expiration date shown on the Stock Option Award in which to exercise all options which have vested pursuant to the terms of this Section 7(b)(iv). Executive shall also be eligible for a bonus or incentive compensation payment (the "bonus payment"), payable at 100% of the maximum bonus available to Executive, pro-rated as of the effective date of the termination. The bonus payment shall be payable within five (5) days after the effective date of Employee's termination. Employee shall have until the expiration date shown on the stock option award in which to exercise the options which have vested pursuant to this section. Except as may be provided under this Section 7 or under the terms of any incentive compensation, employee benefit, or fringe benefit plan applicable to Executive at the time of Executive's resignation from employment, Executive shall have no right to receive any other compensation, or to participate in any other plan, arrangement or benefit, with respect to future periods after such resignation or termination.