Common use of Compensation Payments to Employee Clause in Contracts

Compensation Payments to Employee. Commencing not later than 30 days after the date that Employee's employment with Employer is terminated pursuant to Section 2 hereof (the "Termination Date") and subject to Employee's compliance with Section 8 hereof, Employer shall pay annual compensation to Employee for a period of three years following the Termination Date at a per annum rate equal to 100% of the amount of the Employee's Highest Annual Compensation during the three calendar years ending prior to the Termination Date (the "Measurement Period"). For purposes of this Agreement, the term "Highest Annual Compensation" shall mean the Employee's highest annual cash compensation during the Measurement Period, including cash bonuses under Employer's bonus plans, but excluding other fringe benefits. Employer agrees that it will make the payments due under this Section 3 on the first day of each month following the Termination Date in an amount equal to 1/12 of 100% of Employee's Highest Annual Compensation. [Such payments to Employee shall be coordinated with pension, annuity or other benefits or payments received by Employee under Employer's nonqualified Supplemental Executive Retirement Plan, as the same shall be amended from time to time (the "SERP").] The intent of this Section 3 is that the sum of payments made under this Section 3 in any year, when added to payments received under the SERP, will not exceed the Employee's Highest Annual Compensation. The payments and benefits required by Sections 3 and 4 hereof shall continue despite the fact that, after the Termination Date, the Term of this Agreement may have expired pursuant to Section 1. The payments required by this Section 3 shall not be offset or reduced by any income or earnings received from any other employment or other activity the Employee may engage in during such three year period. Employee shall have no duty to mitigate damages.

Compensation Payments to Employee. Commencing not later than 30 days after In the event that the Employee’s employment with the Employer is terminated pursuant to Section 2 hereof prior to the date that a Change in Control occurs, and subject to the Employee's ’s compliance with Section 8 hereof, and the Employee’s delivery to the Employer of a general release within such time as designated by the Employer and the Employer’s determination that the general release is legally binding on the Employee, the Employer shall pay a severance benefit to the Employee in a single sum equal to three (3) times the Employee’s Highest Annual Compensation (as defined below) during the three (3) calendar years ending prior to the date that the Employee’s employment with the Employer is terminated pursuant to Section 2 hereof (the "“Termination Date"”) and subject (the foregoing three (3) calendar year period is referred to Employee's compliance with Section 8 hereof, Employer herein as the “Measurement Period”). Payment shall pay annual compensation to Employee for a be made within the ninety (90) day period of three years following the Termination Date at a per annum rate equal to 100% of the amount of the Employee's Highest Annual Compensation during the three calendar years ending prior to after the Termination Date (the "Measurement Period"Employee cannot designate the taxable year of payment). For purposes of this Agreement, the term "Highest Annual Compensation" shall mean the Employee's highest annual cash compensation during the Measurement Period, including cash bonuses under Employer's bonus plans, but excluding other fringe benefits. Employer agrees that it will make the payments due under this Section 3 on the first day of each month following the Termination Date in an amount equal to 1/12 of 100% of Employee's Highest Annual Compensation. [Such payments to Employee shall be coordinated with pension, annuity or other benefits or payments received by Employee under Employer's nonqualified Supplemental Executive Retirement Plan, as the same shall be amended from time to time (the "SERP").] The intent of this Section 3 is that the sum of payments made under this Section 3 in any year, when added to payments received under the SERP, will not exceed the Employee's Highest Annual Compensation. The payments and benefits required by Sections 3 and 4 hereof shall continue despite the fact that, after the Termination Date, the Term of this Agreement may have expired pursuant to Section 1. The payments severance benefit required by this Section 3 shall not be offset or reduced by any income or earnings received from any other employment or other activity in which the Employee may engage in during such three year periodengage. The Employee shall have no duty to mitigate damages. If the Employee fails to deliver such legally binding general release by the due date designated by the Employer, the Employer shall not have any obligation to make any payments or provide benefits under this Agreement. In addition, if the Employee is a “specified employee” as defined in Code Section 409A with regard to the payments or benefits under this Agreement, as determined by the Employer in its sole discretion, and delayed payment is necessary to avoid the imposition of taxes on the Employee under Code Section 409A, such payments or benefits shall not be paid or provided before the date that is six (6) months plus one day after the Termination Date or other applicable date (or if earlier than the end of the six months plus one day period, the date of the Employee’s death) and shall be paid or provided by the Employer on the first regular payroll date following the expiration of that six months plus one day period or date of death, if earlier. For purposes of this Agreement, Highest Annual Compensation means the Employee’s highest paid base salary and annual incentive bonus (based on prior year performance) unreduced by the Employee’s pre-tax elective contributions to a Code Section 401(k) or Section 125 plan, but excluding other fringe benefits, during a calendar year that is within the Measurement Period. The general release shall be in the form provided by the Employer and shall not effect the Employee’s entitlement to other amounts to which the Employee may be entitled under other benefit plans of the Employer and shall be consistent with the requirements of the OWBPA and other pertinent law.” 5. Section 4 of the Agreement is hereby amended by deleting the first sentence thereof, and inserting the following in lieu thereof. “In addition to the compensation set forth in Section 2A or 3 hereof, as applicable, and subject to the Employee’s compliance with Section 8 hereof and the Employee’s delivery of the general release as provided in Section 3 hereof, Employee shall be entitled to receive benefits from Employer as set forth in this Section 4.” 6. Section 4 of the Agreement is hereby amended by adding the following flush paragraph at the end thereof: “The in-kind life insurance benefit payable with respect to a taxable year of the Employee shall not affect the amount of in-kind life insurance benefit payable in any other taxable year. Subject to the six month plus one day delay described in Section 3 above, if applicable, any such in-kind life insurance benefit shall be paid by the Employer on or before the applicable due date to avoid a lapse of the life insurance policy but in no event shall an in kind life insurance benefit or medical/hospitalization be paid later than the last day of the Employee’s taxable year following the taxable year in which the premium for the life insurance or medical/hospitalization expense was incurred. Employee acknowledges that he may be required to pay premiums on the life insurance policies insuring him life prior to the time that the Employer may pay such premiums in order to avoid adverse tax consequences under Section 409A. The reasonable relocation expense shall be paid as soon as practicable, but in no event later than the end of the Employee’s first taxable year following the taxable year in which the Employee experienced the termination of employment.” 7. The Agreement is hereby amended by adding the following Section 4A after Section 4:

Compensation Payments to Employee. Commencing not later than 30 days after In the event that the Employee’s employment with the Employer is terminated pursuant to Section 2 hereof prior to the date that a Change in Control occurs, and subject to the Employee's ’s compliance with Section 8 hereof, and the Employee’s delivery to the Employer of a general release within such time as designated by the Employer and the Employer’s determination that the general release is legally binding on the Employee, the Employer shall pay a severance benefit to the Employee in a single sum equal to three (3) times the Employee’s Highest Annual Compensation (as defined below) during the three (3) calendar years ending prior to the date that the Employee’s employment with the Employer is terminated pursuant to Section 2 hereof (the "“Termination Date"”) and subject (the foregoing three (3) calendar year period is referred to Employee's compliance with Section 8 hereof, Employer herein as the “Measurement Period”). Payment shall pay annual compensation to Employee for a be made within the ninety (90) day period of three years following the Termination Date at a per annum rate equal to 100% of the amount of the Employee's Highest Annual Compensation during the three calendar years ending prior to after the Termination Date (the "Measurement Period"Employee cannot designate the taxable year of payment). For purposes of this Agreement, the term "Highest Annual Compensation" shall mean the Employee's highest annual cash compensation during the Measurement Period, including cash bonuses under Employer's bonus plans, but excluding other fringe benefits. Employer agrees that it will make the payments due under this Section 3 on the first day of each month following the Termination Date in an amount equal to 1/12 of 100% of Employee's Highest Annual Compensation. [Such payments to Employee shall be coordinated with pension, annuity or other benefits or payments received by Employee under Employer's nonqualified Supplemental Executive Retirement Plan, as the same shall be amended from time to time (the "SERP").] The intent of this Section 3 is that the sum of payments made under this Section 3 in any year, when added to payments received under the SERP, will not exceed the Employee's Highest Annual Compensation. The payments and benefits required by Sections 3 and 4 hereof shall continue despite the fact that, after the Termination Date, the Term of this Agreement may have expired pursuant to Section 1. The payments severance benefit required by this Section 3 shall not be offset or reduced by any income or earnings received from any other employment or other activity in which the Employee may engage in during such three year periodengage. The Employee shall have no duty to mitigate damages. If the Employee fails to deliver such legally binding general release by the due date designated by the Employer, the Employer shall not have any obligation to make any payments or provide benefits under this Agreement. In addition, if the Employee is a “specified employee” as defined in Code Section 409A with regard to the payments or benefits under this Agreement, as determined by the Employer in its sole discretion, and delayed payment is necessary to avoid the imposition of taxes on the Employee under Code Section 409A, such payments or benefits shall not be paid or provided before the date that is six (6) months plus one day after the Termination Date or other applicable date (or if earlier than the end of the six months plus one day period, the date of the Employee’s death) and shall be paid or provided by the Employer on the first regular payroll date following the expiration of that six months plus one day period or date of death, if earlier. For purposes of this Agreement, Highest Annual Compensation means the Employee’s highest paid base salary and annual incentive bonus (based on prior year performance) unreduced by the Employee’s pre-tax elective contributions to a Code Section 401(k) or Section 125 plan, but excluding other fringe benefits, during a calendar year that is within the Measurement Period. The general release shall be in the form provided by the Employer and shall not effect the Employee’s entitlement to other amounts to which the Employee may be entitled under other benefit plans of the Employer and shall be consistent with the requirements of the OWBPA and other pertinent law.” 5. Section 4 of the Agreement is hereby amended by deleting the first sentence thereof, and inserting the following in lieu thereof. “In addition to the compensation set forth in Section 2A or 3 hereof, as applicable, and subject to the Employee’s compliance with Section 8 hereof and the Employee’s delivery of the general release as provided in Section 3 hereof, Employee shall be entitled to receive benefits from Employer as set forth in this Section 4.” 6. Section 4 of the Agreement is hereby amended by adding the following flush paragraph at the end thereof: “The in-kind life insurance benefit payable with respect to a taxable year of the Employee shall not affect the amount of in-kind life insurance benefit payable in any other taxable year. Subject to the six month plus one day delay described in Section 3 above, if applicable, any such in-kind life insurance benefit shall be paid by the Employer on or before the applicable due date to avoid a lapse of the life insurance policy but in no event shall an in kind life insurance benefit or medical/hospitalization be paid later than the last day of the Employee’s taxable year following the taxable year in which the premium for the life insurance or medical/hospitalization expense was incurred. Employee acknowledges that she may be required to pay premiums on the life insurance policies insuring her life prior to the time that the Employer may pay such premiums in order to avoid adverse tax consequences under Section 409A. The reasonable relocation expense shall be paid as soon as practicable, but in no event later than the end of the Employee’s first taxable year following the taxable year in which the Employee experienced the termination of employment.” 7. The Agreement is hereby amended by adding the following Section 4A after Section 4:

Compensation Payments to Employee. (a) Commencing not later than 30 thirty (30) days after the date that Employee's employment with Employer is terminated pursuant to Section 2 hereof (the "Termination Date") and subject to Employee's compliance with Section 8 hereof, Employer shall pay annual compensation to Employee for a period of (i) three (3) years following the Termination Date at a per annum rate equal to one hundred percent (100% %) of the amount of the Employee's Highest Annual Compensation during the three (3) calendar years ending prior to the Termination Date (the "Measurement Period") if Employee is terminated pursuant to Section 2 (a) or (b) and (ii) one (1) year following the Termination Date at a per annum rate equal to Employee's compensation on the Effective Date ($250,000) if Employee is terminated pursuant to Section 2(c). For purposes of this Agreement, the term "Highest Annual Compensation" shall mean the Employee's highest annual cash compensation during the Measurement Period, including cash bonuses under Employer's bonus plans, but excluding other fringe benefits. The amounts paid to Employee pursuant to this Section 3 are referred to herein as the "Severance Payment". Employer agrees that it will make the payments Severance Payments due under this Section 3 (i) on the first day of each month following the Termination Date in an amount equal to 1/12 of 100% of the Highest Annual Compensation if Employee's Highest Annual Compensation. [Such payments employment is terminated pursuant to Employee shall be coordinated with pension, annuity Section 2 (a) or other benefits or payments received by Employee under Employer's nonqualified Supplemental Executive Retirement Plan, as (b) hereof and (ii) in a lump sum payment within 30 days after the same shall be amended from time to time (the "SERP").] The intent of this Section 3 is that the sum of payments made under this Section 3 in any year, when added to payments received under the SERP, will not exceed the Termination Date if Employee's Highest Annual Compensationemployment is terminated pursuant to Section 2(c) hereof. The payments and benefits required by Sections 3 and 4 hereof shall continue despite the fact that, after the Termination Date, the Term of this Agreement may have expired pursuant to Section 1. The payments required by this Section 3 shall not be offset or reduced by any income or earnings received from any other employment or other activity the Employee may engage in during such three year period. Employee shall have no duty to mitigate damages.

Compensation Payments to Employee. Commencing not later than 30 thirty (30) days after the date that Employee's employment with Employer is terminated pursuant to Section 2 hereof (the "Termination Date") and subject to Employee's compliance with Section 8 hereof, Employer shall pay annual compensation to Employee for a period of three years following the Termination Date at a per annum rate equal to one hundred percent (100% %) of the amount of the Employee's Highest Annual Compensation during the three two (2) calendar years ending prior to the Termination Date (the "Measurement Period"). For purposes of this Agreement, the term "Highest Annual Compensation" shall mean the Employee's highest annual cash compensation during the Measurement Period, including cash bonuses under Employer's bonus plans, but excluding other fringe benefits. Employer agrees that it will make the payments due under this Section 3 on the first day of each month following the Termination Date in an amount equal to 1/12 of 100% of Employee's Highest Annual Compensation. [Such payments to Employee shall be coordinated with pension, annuity or other benefits or payments received by Employee under Employer's nonqualified Supplemental Executive Retirement Plan, as the same shall be amended from time to time (the "SERP").] The intent of this Section 3 is that the sum of payments made under this Section 3 in any year, when added to payments received under the SERP, will not exceed the Employee's Highest Annual Compensation. The payments and benefits required by Sections 3 and 4 hereof shall continue despite the fact that, after the Termination Date, the Term of this Agreement may have expired pursuant to Section 1. The payments required by this Section 3 shall not be offset or reduced by any income or earnings received from any other employment or other activity the Employee may engage in during such three year period. Employee shall have no duty to mitigate damages.

Compensation Payments to Employee. Commencing not later than 30 thirty (30) days after the date that Employee's employment with Employer is terminated pursuant to Section 2 hereof (the "Termination Date") and subject to Employee's compliance with Section 8 hereof, Employer shall pay annual compensation to Employee for a period of three years following the Termination Date at a per annum rate equal to one hundred percent (100% %) of the amount of the Employee's Highest Annual Compensation during the three (3) calendar years ending prior to the Termination Date (the "Measurement Period"). For purposes of this Agreement, the term "Highest Annual Compensation" shall mean the Employee's highest annual cash compensation during the Measurement Period, including cash bonuses under Employer's bonus plans, but excluding other fringe benefits. Employer agrees that it will make the payments due under this Section 3 on the first day of each month following the Termination Date in an amount equal to 1/12 of 100% of Employee's Highest Annual Compensation. [Such payments to Employee shall be coordinated with pension, annuity or other benefits or payments received by Employee under Employer's nonqualified Supplemental Executive Retirement Plan, as the same shall be amended from time to time (the "SERP").] The intent of this Section 3 is that the sum of payments made under this Section 3 in any year, when added to payments received under the SERP, will not exceed the Employee's Highest Annual Compensation. The payments and benefits required by Sections 3 and 4 hereof shall continue despite the fact that, after the Termination Date, the Term of this Agreement may have expired pursuant to Section 1. The payments required by this Section 3 shall not be offset or reduced by any income or earnings received from any other employment or other activity the Employee may engage in during such three year period. Employee shall have no duty to mitigate damages.