Common use of Compensation Upon Certain Terminations Clause in Contracts

Compensation Upon Certain Terminations. (a) If the Company shall terminate the Executive's employment other than pursuant to Sections 7, 8, or 9 hereof or if the Executive shall terminate his or her employment for Good Reason pursuant to Section 10 hereof, then the Company shall pay to the Executive in a lump sum on the fifth business day following the Date of Termination, the following amounts: (i) The Executive's Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given; (ii) In lieu of any further salary payments for periods subsequent to the Date of Termination, an amount equal to two times the Executive's current Base Salary (which for these purposes shall include the average contributions made by the Company to the Executive's 401(k) Plan and 401(k) Plus Plan for the preceding five years); and (iii) All legal fees and expenses incurred as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination, in seeking to obtain or enforce any right or benefit provided by this Agreement, or in interpreting this Agreement). (b) If the Company shall terminate the Executive's employment other than pursuant to Sections 7, 8, or 9 hereof or if the Executive shall terminate his or her employment for Good Reason pursuant to Section 10 hereof, all unvested stock options, stock appreciation rights, and restricted stock awards shall immediately vest in full and, in the case of options or stock appreciation rights, be exercisable for a period of three years following such termination, provided that in no event shall the option or stock appreciation right be exercisable after the latest date on which such option or right would have expired pursuant to its original terms.

Compensation Upon Certain Terminations. (a) If If, within the two-year period subsequent to a Change in Control, (A) the Company shall terminate the Executive's ’s employment other than pursuant to Sections 7, 86 or 7 hereof, or 9 hereof or if (B) the Executive shall terminate his or her employment for Good Reason pursuant to Section 10 9 hereof, then the Company shall pay to the Executive in a lump sum on the fifth business day following the Date of Termination, the following amounts: (i) The Executive's ’s Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given;; and (ii) In lieu of any further salary payments for periods subsequent to the Date of Termination, an amount equal to two 2.99 times the sum of (A) the average of the Executive's current ’s Base Salary as reported on the Executive’s W-2 form for the five (5) calendar years prior to the year in which for these purposes shall include such termination occurs, or, in the average contributions made event the Executive has been employed by the Company for less than five (5) calendar years, an average based upon such lesser number of calendar years for which the executive has actually been employed, and (B) the average of the cash bonuses earned by the Executive as reported on the Executive’s W-2 form for the five (5) calendar years prior to the Executive's 401(kyear in which such termination occurs, provided that the sum of clauses (A) Plan and 401(k(B) Plus Plan of this Section 10(a)(ii) plus any parachute payments attributable to the accelerated vesting provided for in Section 10(b), or otherwise provided for the preceding five years); and (iii) All legal fees and expenses incurred as a result benefit of such termination (including all such fees and expensesExecutive pursuant to this or any other agreement, if any, incurred in contesting or disputing any such termination, in seeking to obtain or enforce any right or benefit provided by this Agreementplan, or arrangement shall not exceed 2.99 times the “Base Amount” as defined in interpreting this Agreement)Section 280G(b)(3) of the Internal Revenue Code of 1986, or any successor provision thereof. (b) If If, within the two-year period subsequent to a Change in Control of the Company, (i) the Company shall terminate the Executive's ’s employment other than pursuant to Sections 7, 8, 6 or 9 7 hereof or if (ii) the Executive shall terminate his or her employment for Good Reason pursuant to Section 10 9 hereof, all unvested stock options, stock appreciation rights, and restricted stock awards shall immediately vest in full andfull. (c) Notwithstanding anything in this Agreement to the contrary, if (i) Executive is a “specified employee,” within the meaning of Section 409A of the Internal Revenue Code (the “Code”) and the regulations thereunder, and (ii) Executive is subject to the provisions of Section 409A(a)(2)(B) of the Code (or any comparable successor provision) at the time he terminates employment, the payment made to Executive pursuant to Section 10(a)(ii) hereof (plus any other payments of “deferred compensation,” as defined in Section 409A of the Code, made to Executive pursuant to this Agreement in the case six-month period following his termination of options or stock appreciation rightsemployment) shall not exceed the amount set forth in Treasury Regulation section 1.409A-1(b)(9)(iii)(A). Any payment that would otherwise have been paid to Executive during such six-month period under the terms of this Agreement, and that is not paid as a result of the preceding sentence, shall be exercisable for a period paid to Executive on the first day of three years the seventh month following such terminationhis termination of employment. Furthermore, provided that if the conditions set forth in clauses (i) and (ii) of the first sentence of this section 10(c) are met, no event shall the option or stock appreciation right be exercisable after the latest date on which such option or right would have expired payments pursuant to its original termsSection 10(a)(ii) hereof (or any other payments of deferred compensation as defined in Section 409A of the Code) may be paid to Executive unless his termination of employment qualifies as a “separation from service” as such term is defined for purposes of Section 409A of the Code.” (d) Notwithstanding anything in this Agreement to the contrary, if (i) Executive terminates his employment for Good Reason, (ii) Executive is a “specified employee,” within the meaning of Section 409A of the Code and the regulations thereunder, and (iii) Executive is subject to the provisions of Section 409A(a)(2)(B) of the Code (or any comparable successor provision) at the time he terminates employment, the payment made to Executive pursuant to Section 10(a)(ii) hereof (plus any other payments of “deferred compensation”, as defined in Section 409A of the Code, made to Executive pursuant to this Agreement in the six-month period following his termination of employment) shall not be paid to Executive on the fifth business day following the Date of Termination but instead will be paid to Executive on the first day of the seventh month following his termination of employment. Furthermore, if the conditions set forth in clauses (i), (ii), and (iii) of the preceding sentence are met, no payments pursuant to Section 10(a)(ii) hereof (or any other payments of deferred compensation as defined in Section 409A of the Code) may be paid to Executive unless his termination of employment qualifies as a “separation from service” as such term is defined for purposes of Section 409A of the Code.

Compensation Upon Certain Terminations. (a) If the Company shall terminate the Executive's employment other than pursuant to Sections 7, 8, 9, or 9 10 hereof or if the Executive shall terminate his or her employment for Good Reason pursuant to Section 10 11 hereof, then the Company shall I pay to the Executive in a lump sum on the fifth business day following the Date of Termination, the following amounts: (i) The Executive's Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given; (ii) In lieu of any further salary payments for periods subsequent to the Date of Termination, an amount equal to two times one hundred fifty percent (150%) of the Executive's current Base Salary (which for these purposes shall include at the average contributions made by rate in effect at the Company time Notice of Termination is given); (iii) An amount equal to the fair market value of the benefits the Executive would have received had the Benefit Plans continued (and the Executive's 401(kemployment continued) Plan and 401(kfor a period of eighteen months subsequent to the Date of Termination; (iv) Plus Plan An amount equal to one hundred fifty percent (150%) of the greater of (x) the most recent annual bonus received by the Executive from the Company or (y) the average of the annual bonuses received by the Executive from the Company for the preceding five years); three years ending prior to the Date of Termination: and (iiiv) All legal fees and expenses incurred as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination, in seeking to obtain or enforce any right or benefit provided by this Agreement, or in interpreting this Agreement). (b) If the Company shall terminate , if such termination is determined, by arbitration, to be other than for "Cause" or for "Good Reason". For purposes of this Section 12, no purported reduction of the Executive's employment other than pursuant to Sections 7, 8, or 9 hereof or if Base Salary shall he effective absent the Executive shall terminate his or her employment for Good Reason pursuant to Section 10 hereof, all unvested stock options, stock appreciation rights, and restricted stock awards shall immediately vest in full and, in written consent of the case of options or stock appreciation rights, be exercisable for a period of three years following such termination, provided that in no event shall the option or stock appreciation right be exercisable after the latest date on which such option or right would have expired pursuant to its original termsExecutive.

Compensation Upon Certain Terminations. (a) If If, within the two-year period subsequent to a Change in Control, (A) the Company shall terminate the Executive's ’s employment other than pursuant to Sections 7, 86 or 7 hereof, or 9 hereof or if (B) the Executive shall terminate his or her employment for Good Reason pursuant to Section 10 9 hereof, then the Company shall pay to the Executive in a lump sum on the fifth business day following the Date of Termination, the following amounts: (i) The Executive's ’s Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given;; and (ii) In lieu of any further salary payments for periods subsequent to the Date of Termination, an amount equal to two 2.99 times the sum of (A) the average of the Executive's current ’s Base Salary as reported on the Executive’s W-2 form for the five (5) calendar years prior to the year in which for these purposes shall include such termination occurs, or, in the average contributions made event the Executive has been employed by the Company for less than five (5) calendar years, an average based upon such lesser number of calendar years for which the executive has actually been employed, and (B) the average of the cash bonuses earned by the Executive as reported on the Executive’s W-2 form for the five (5) calendar years prior to the Executive's 401(kyear in which such termination occurs, provided that the sum of clauses (A) Plan and 401(k(B) Plus Plan of this Section 10(a)(ii) (plus any parachute payments (as defined in Section 280G of the Internal Revenue Code (the “Code”)) attributable to the accelerated vesting provided for in Section 10(b), or otherwise provided for the preceding five years); and (iii) All legal fees and expenses incurred as a result benefit of such termination (including all such fees and expensesExecutive pursuant to this or any other agreement, if any, incurred in contesting or disputing any such termination, in seeking to obtain or enforce any right or benefit provided by this Agreementplan, or arrangement) shall not exceed 2.99 times the “Base Amount” as defined in interpreting this Agreement)Section 280G(b)(3) of the Code. (b) If If, within the two-year period subsequent to a Change in Control of the Company, (i) the Company shall terminate the Executive's ’s employment other than pursuant to Sections 7, 8, 6 or 9 7 hereof or if (ii) the Executive shall terminate his or her employment for Good Reason pursuant to Section 10 9 hereof, all unvested stock options, stock appreciation rights, and restricted stock awards shall immediately vest in full andfull. (c) Notwithstanding anything in this Agreement to the contrary, no payments pursuant to Section 10(a)(ii) hereof (or any other payments of deferred compensation as defined in Section 409A of the Code) may be paid to Executive unless his termination of employment qualifies as a “separation from service” as such term is defined for purposes of Section 409A of the Code. Furthermore, if (i) Executive is a “specified employee,” within the meaning of Section 409A of the Code and the regulations thereunder, and (ii) Executive is subject to the provisions of Section 409A(a)(2)(B) of the Code (or any comparable successor provision) at the time his employment terminates (whether as a result of termination by the Company, or by the Executive for Good Reason), the payment made to Executive pursuant to Section 10(a)(ii) hereof (plus any other payments of “deferred compensation”, as defined in Section 409A of the Code, made to Executive pursuant to this Agreement in the case six-month period following his termination of options or stock appreciation rights, employment) shall not be exercisable paid to Executive on the fifth business day following the Date of Termination but instead will be paid to Executive on the first day of the seventh month following his “separation from service” (as such term is defined for a period purposes of three years following such termination, provided that in no event shall Section 409A of the option or stock appreciation right be exercisable after the latest date on which such option or right would have expired pursuant to its original termsCode).

Compensation Upon Certain Terminations. (a) If the Company shall terminate the Executive's employment other than pursuant to Sections 7, 8, or 9 hereof or if the Executive shall terminate his or her employment for Good Reason pursuant to Section 10 hereof, then the Company shall pay to the Executive in a lump sum on the fifth business day following the Date of Termination, the following amounts: (i) The Executive's Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given; (ii) In lieu of any further salary payments for periods subsequent to the Date of Termination, an amount equal to two three times the Executive's current Base Salary (which for these purposes shall include the average contributions made by the Company to the Executive's 401(k) Plan and 401(k) Plus Plan for the preceding five years); and (iii) All legal fees and expenses incurred as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination, in seeking to obtain or enforce any right or benefit provided by this Agreement, or in interpreting this Agreement). (b) If the Company shall terminate the Executive's employment other than pursuant to Sections 7, 8, or 9 hereof or if the Executive shall terminate his or her employment for Good Reason pursuant to Section 10 hereof, all unvested stock options, stock appreciation rights, and restricted stock awards shall immediately vest in full and, in the case of options or stock appreciation rights, be exercisable for a period of three years following such termination, provided that in no event shall the option or stock appreciation right be exercisable after the latest date on which such option or right would have expired pursuant to its original terms.

Compensation Upon Certain Terminations. (a) If If, within the two-year period subsequent to a Change in Control, (A) the Company shall terminate the Executive's employment other than pursuant to Sections 7, 86 or 7 hereof, or 9 hereof or if (B) the Executive shall terminate his or her employment for Good Reason pursuant to Section 10 9 hereof, then the Company shall pay to the Executive in a lump sum on the fifth business day following the Date of Termination, the following amounts: (i) The Executive's Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given;; and (ii) In lieu of any further salary payments for periods subsequent to the Date of Termination, an amount equal to two 2.99 times the sum of (A) the average of the Executive's current Base Salary (which for these purposes shall include the average contributions made by the Company to as reported on the Executive's 401(k) Plan and 401(k) Plus Plan W-2 form for the preceding five years); and (iii5) All legal fees and expenses incurred as a result of calendar years prior to the year in which such termination occurs, and (including all B) the average of the cash bonuses earned by the Executive as reported on the Executive's W-2 form for the five (5) calendar years prior to the year in which such fees termination occurs, provided that the sum of clauses (A) and expenses, if any, incurred (B) of this Section 10(a)(ii) shall not exceed 2.99 times the "Base Amount" as defined in contesting or disputing any such termination, in seeking to obtain or enforce any right or benefit provided by this AgreementSection 280G(b)(3) of the Internal Revenue Code of 1986, or in interpreting this Agreement)any successor provision thereof. (b) If If, within the two-year period subsequent to a Change in Control of the Company, (i) the Company shall terminate the Executive's employment other than pursuant to Sections 7, 8, 6 or 9 7 hereof or if (ii) the Executive shall terminate his or her employment for Good Reason pursuant to Section 10 9 hereof, all unvested stock options, stock appreciation rights, and restricted stock awards shall immediately vest in full and, in the case of options or stock appreciation rights, be exercisable for a period of three years following such termination, provided that in no event shall the option or stock appreciation right be exercisable after the latest date on which such option or right would have expired pursuant to its original termsfull.

Compensation Upon Certain Terminations. (a) If If, within the two-year period subsequent to a Change in Control, (A) the Company shall terminate the Executive's ’s employment other than pursuant to Sections 7, 86 or 7 hereof, or 9 hereof or if (B) the Executive shall terminate his or her employment for Good Reason pursuant to Section 10 9 hereof, then the Company shall pay to the Executive in a lump sum on the fifth business day following the Date of Termination, the following amounts: (i) The Executive's ’s Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given;; and (ii) In lieu of any further salary payments for periods subsequent to the Date of Termination, an amount equal to two 2.99 times the sum of (A) the average of the Executive's current ’s Base Salary as reported on the Executive’s W-2 form for the five (5) calendar years prior to the year in which for these purposes shall include such termination occurs, or, in the average contributions made event the Executive has been employed by the Company for less than five (5) calendar years, an average based upon such lesser number of calendar years for which the executive has actually been employed, and (B) the average of the cash bonuses earned by the Executive as reported on the Executive’s W-2 form for the five (5) calendar years prior to the Executive's 401(kyear in which such termination occurs, provided that the sum of clauses (A) Plan and 401(k(B) Plus Plan of this Section 10(a)(ii) (plus any parachute payments (as defined in Section 280G of the Internal Revenue Code (the “Code”)) attributable to the accelerated vesting provided for in Section 10(b), or otherwise provided for the preceding five years); and (iii) All legal fees and expenses incurred as a result benefit of such termination (including all such fees and expensesExecutive pursuant to this or any other agreement, if any, incurred in contesting or disputing any such termination, in seeking to obtain or enforce any right or benefit provided by this Agreementplan, or arrangement) shall not exceed 2.99 times the “Base Amount” as defined in interpreting this Agreement)Section 280G(b)(3) of the Code. (b) If If, within the two-year period subsequent to a Change in Control of the Company, (i) the Company shall terminate the Executive's ’s employment other than pursuant to Sections 7, 8, 6 or 9 7 hereof or if (ii) the Executive shall terminate his or her employment for Good Reason pursuant to Section 10 9 hereof, all unvested stock options, stock appreciation rights, and restricted stock awards shall immediately vest in full andfull. (c) Notwithstanding anything in this Agreement to the contrary, if (i) Executive is a “specified employee,” within the meaning of Section 409A of the Code and the regulations thereunder, and (ii) Executive is subject to the provisions of Section 409A(a)(2)(B) of the Code (or any comparable successor provision) at the time the Company terminates Executive’s employment, the payment made to Executive pursuant to Section 10(a)(ii) hereof (plus any other payments of “deferred compensation,” as defined in Section 409A of the Code, made to Executive pursuant to this Agreement in the case six-month period following his termination of options or stock appreciation rightsemployment) shall not exceed the amount set forth in Treasury Regulation section 1.409A-1(b)(9)(iii)(A). Any payment that would otherwise have been paid to Executive during such six-month period under the terms of this Agreement, and that is not paid as a result of the preceding sentence, shall be exercisable for a period paid to Executive on the first day of three years the seventh month following such terminationhis termination of employment. Furthermore, provided that if the conditions set forth in clauses (i) and (ii) of the first sentence of this section 10(c) are met, no event shall the option or stock appreciation right be exercisable after the latest date on which such option or right would have expired payments pursuant to its original termsSection 10(a)(ii) hereof (or any other payments of deferred compensation as defined in Section 409A of the Code) may be paid to Executive unless his termination of employment qualifies as a “separation from service” as such term is defined for purposes of Section 409A of the Code. (d) Notwithstanding anything in this Agreement to the contrary, if (i) Executive terminates his employment for Good Reason, (ii) Executive is a “specified employee,” within the meaning of Section 409A of the Code and the regulations thereunder, and (iii) Executive is subject to the provisions of Section 409A(a)(2)(B) of the Code (or any comparable successor provision) at the time he terminates employment, the payment made to Executive pursuant to Section 10(a)(ii) hereof (plus any other payments of “deferred compensation”, as defined in Section 409A of the Code, made to Executive pursuant to this Agreement in the six-month period following his termination of employment) shall not be paid to Executive on the fifth business day following the Date of Termination but instead will be paid to Executive on the first day of the seventh month following his termination of employment. Furthermore, if the conditions set forth in clauses (i), (ii), and (iii) of the preceding sentence are met, no payments pursuant to Section 10(a)(ii) hereof (or any other payments of deferred compensation as defined in Section 409A of the Code) may be paid to Executive unless his termination of employment qualifies as a “separation from service” as such term is defined for purposes of Section 409A of the Code.