Common use of CONDITIONAL REPAYMENT OF PAYMENTS AND BENEFITS Clause in Contracts

CONDITIONAL REPAYMENT OF PAYMENTS AND BENEFITS. If Executive receives benefits under this Agreement, and, within two years following Executive’s termination of employment, Company determines that during Executive’s employment with Qwest, Executive engaged in conduct that would have constituted “Cause” for termination (as defined in paragraph 4.6(a) above), regardless of (i) when during Executive’s employment with Qwest such conduct occurred, (ii) when Qwest knew or learns of such conduct or should have known of such conduct, or (iii) what Qwest now knows or should have known about Executive’s conduct, then Company shall provide to Executive (or, if applicable, Executive’s estate or beneficiary) written notification of such determination, which written notification shall expressly set forth the basis for Company’s determination in reasonable detail. After Company provides this written notification to Executive, it may stop or withhold any payments which have not been made under this Agreement. If Executive disputes that such Cause exists or existed, Executive and his counsel shall make a presentation to the Company to request that Company withdraw such determination. If the matter is not settled or resolved after Executive’s presentation to the Company, either party may commence an arbitration pursuant to the procedure set forth in Paragraph 11.13 of this Agreement. In addition, if Executive breaches Executive’s obligations under Article 6 or Paragraphs 7.1, 7.2 or 7.3 of this Agreement, Company may stop or withhold any payments which have not been made under this Agreement. If the arbitrator finds that Cause exists or existed or that Executive has breached Executive’s obligations under Article 6 or Paragraphs 7.1, 7.2 or 7.3 of this Agreement, or if Executive does not timely commence an action disputing Company’s Cause determination, Executive shall make prompt repayment to Company of the cash payments provided under this Agreement and other benefits received by Executive pursuant to this Agreement (including, but not limited to, the value of any discounted COBRA coverage). Consistent with applicable law, any repayments shall include an interest factor equal to the applicable federal short term interest rate pursuant to Internal Revenue Code paragraph 1274. Interest shall begin to accrue on the 31st day after Executive (or, if applicable, Executive’s estate or beneficiary) received Company’s written notification of its determination that such Cause exists or existed, and shall continue to accrue until complete repayment is made to Company. If Company notifies Executive (or, if applicable, Executive’s estate or beneficiary) in writing of the determination that Cause for termination exists prior to having made the payments required pursuant to this Agreement, such payment shall not be made unless the Company withdraws its determination, if the court determines that Cause did not exist, or if the parties agree otherwise.

CONDITIONAL REPAYMENT OF PAYMENTS AND BENEFITS. If Executive receives benefits under this AgreementParagraph 3.b.(1) above, and, within two years following Executive’s termination of employment, Company determines that during Executive’s employment with Qwest, Executive engaged in conduct that would have constituted “Cause” for termination (as defined in paragraph 4.6(a) 3.a. above), regardless of (i) when during Executive’s employment with Qwest such conduct occurred, (ii) when Qwest knew or learns of such conduct or should have known of such conduct, or (iii) what Qwest now knows or should have known about Executive’s conduct, then Company shall provide to Executive (or, if applicable, Executive’s estate or beneficiary) written notification of such determination, which written notification shall expressly set forth the basis for Company’s determination in reasonable detail. After Company provides this written notification to Executive, it may stop or withhold any payments which have not been made under this Agreement. If Executive disputes that such Cause exists or existed, Executive and his or her counsel shall make a presentation to the Company to request that Company withdraw such determination. If the matter is not settled or resolved after Executive’s presentation to the Company, either party may commence an arbitration pursuant action in a court of competent jurisdiction, subject to the procedure set forth waiver of any right to jury trial in Paragraph 11.13 of this Agreement10 above. In addition, if Executive breaches Executive’s obligations under Article 6 the Nondisclosure or Paragraphs 7.1, 7.2 or 7.3 Noncompete provisions of this Agreement, Company may stop or withhold any payments which have not been made under this Agreement. If the arbitrator a court finds that Cause exists or existed or that Executive has breached Executive’s obligations under Article 6 the Nondisclosure (Paragraph 6) or Paragraphs 7.1, 7.2 or 7.3 Noncompete (Paragraph 7) provisions of this Agreement, or if Executive does not timely commence an action disputing Company’s Cause determination, Executive shall make prompt repayment to Company of the cash payments provided under in Section 3 of this Agreement and other benefits received by Executive pursuant to this Agreement (including, but not limited to, the value of any discounted COBRA coverage). Consistent with applicable law, any repayments shall include an interest factor equal to the applicable federal short term interest rate pursuant to Internal Revenue Code paragraph section 1274. Interest shall begin to accrue on the 31st day after Executive (or, if applicable, Executive’s estate or beneficiary) received Company’s written notification of its determination that such Cause exists or existed, and shall continue to accrue until complete repayment is made to Company. If Company notifies Executive (or, if applicable, Executive’s estate or beneficiary) in writing of the determination that Cause for termination exists prior to having made the payments payment required pursuant to Section 3 of this Agreement, such payment shall not be made unless the Company withdraws its determination, if the court arbitrator determines that Cause did not exist, or if the parties agree otherwise.

CONDITIONAL REPAYMENT OF PAYMENTS AND BENEFITS. If Executive receives benefits under this AgreementParagraph 3.b.(1) above, and, within two years following Executive’s 's termination of employment, Company determines that during Executive’s 's employment with Qwest, Executive engaged in conduct that would have constituted “"Cause” " for termination (as defined in paragraph 4.6(a) 3.a. above), regardless of (i) when during Executive’s 's employment with Qwest such conduct occurred, (ii) when Qwest knew or learns of such conduct or should have known of such conduct, or (iii) what Qwest now knows or should have known about Executive’s 's conduct, then Company shall provide to Executive (or, if applicable, Executive’s 's estate or beneficiary) written notification of such determination, which written notification shall expressly set forth the basis for Company’s 's determination in reasonable detail. After Company provides this written notification to Executive, it may stop or withhold any payments which have not been made under this Agreement. If Executive disputes that such Cause exists or existed, Executive and his or her counsel shall make a presentation to the Company to request that Company withdraw such determination. If the matter is not settled or resolved after Executive’s 's presentation to the Company, either party may commence an arbitration pursuant action in a court of competent jurisdiction, subject to the procedure set forth waiver of any right to jury trial in Paragraph 11.13 of this Agreement10 above. In addition, if Executive breaches Executive’s 's obligations under Article 6 the Nondisclosure or Paragraphs 7.1, 7.2 or 7.3 Noncompete provisions of this Agreement, Company may stop or withhold any payments which have not been made under this Agreement. If the arbitrator a court finds that Cause exists or existed or that Executive has breached Executive’s 's obligations under Article 6 the Nondisclosure (Paragraph 6) or Paragraphs 7.1, 7.2 or 7.3 Noncompete (Paragraph 7) provisions of this Agreement, or if Executive does not timely commence an action disputing Company’s 's Cause determination, Executive shall make prompt repayment to Company of the cash payments provided under in Section 3 of this Agreement and other benefits received by Executive pursuant to this Agreement (including, but not limited to, the value of any discounted COBRA coverage). Consistent with applicable law, any repayments shall include an interest factor equal to the applicable federal short term interest rate pursuant to Internal Revenue Code paragraph section 1274. Interest shall begin to accrue on the 31st day after Executive (or, if applicable, Executive’s 's estate or beneficiary) received Company’s 's written notification of its determination that such Cause exists or existed, and shall continue to accrue until complete repayment is made to Company. If Company notifies Executive (or, if applicable, Executive’s 's estate or beneficiary) in writing of the determination that Cause for termination exists prior to having made the payments payment required pursuant to Section 3 of this Agreement, such payment shall not be made unless the Company withdraws its determination, if the court arbitrator determines that Cause did not exist, or if the parties agree otherwise.

CONDITIONAL REPAYMENT OF PAYMENTS AND BENEFITS. If Executive receives benefits under this AgreementParagraph 3.b.(1) above, and, within two years following Executive’s 's termination of employment, Company determines that during Executive’s 's employment with Qwest, Executive engaged in conduct that would have constituted “"Cause” " for termination (as defined in paragraph 4.6(a) 3.a. above), regardless of (i) when during Executive’s 's employment with Qwest such conduct occurred, (ii) when Qwest knew or learns of such conduct or should have known of such conduct, or (iii) what Qwest now knows or should have known about Executive’s 's conduct, then Company shall provide to Executive (or, if applicable, Executive’s 's estate or beneficiary) written notification of such determination, which written notification shall expressly set forth the basis for Company’s 's determination in reasonable detail. After Company provides this written notification to Executive, it may stop or withhold any payments which have not been made under this Agreement. If Executive disputes that such Cause exists or existed, Executive and his or her counsel shall make a presentation to the Company to request that Company withdraw such determination. If the matter is not settled or resolved after Executive’s 's presentation to the Company, either party may commence an arbitration pursuant action in a court of competent jurisdiction, subject to the procedure set forth waiver of any right to jury trial in Paragraph 11.13 of this Agreement9 above. In addition, if Executive breaches Executive’s 's obligations under Article 6 the Nondisclosure or Paragraphs 7.1, 7.2 or 7.3 Noncompete provisions of this Agreement, Company may stop or withhold any payments which have not been made under this Agreement. If the arbitrator a court finds that Cause exists or existed or that Executive has breached Executive’s 's obligations under Article 6 the Nondisclosure (Paragraph 5) or Paragraphs 7.1, 7.2 or 7.3 Noncompete (Paragraph 6) provisions of this Agreement, or if Executive does not timely commence an action disputing Company’s 's Cause determination, Executive shall make prompt repayment to Company of the cash payments provided under in Section 3 of this Agreement and other benefits received by Executive pursuant to this Agreement (including, but not limited to, the value of any discounted COBRA coverage). Consistent with applicable law, any repayments shall include an interest factor equal to the applicable federal short term interest rate pursuant to Internal Revenue Code paragraph section 1274. Interest shall begin to accrue on the 31st day after Executive (or, if applicable, Executive’s 's estate or beneficiary) received Company’s 's written notification of its determination that such Cause exists or existed, and shall continue to accrue until complete repayment is made to Company. If Company notifies Executive (or, if applicable, Executive’s 's estate or beneficiary) in writing of the determination that Cause for termination exists prior to having made the payments payment required pursuant to Section 3 of this Agreement, such payment shall not be made unless the Company withdraws its determination, if the court arbitrator determines that Cause did not exist, or if the parties agree otherwise.

CONDITIONAL REPAYMENT OF PAYMENTS AND BENEFITS. If Executive receives benefits under this AgreementParagraph 3.b.(1) above, and, within two years following Executive’s termination of employment, Company determines that during Executive’s employment with Qwest, Executive engaged in conduct that would have constituted “Cause” for termination (as defined in paragraph 4.6(a) 3.a. above), regardless of (i) when during Executive’s employment with Qwest such conduct occurred, (ii) when Qwest knew or learns of such conduct or should have known of such conduct, or (iii) what Qwest now knows or should have known about Executive’s conduct, then Company shall provide to Executive (or, if applicable, Executive’s estate or beneficiary) written notification of such determination, which written notification shall expressly set forth the basis for Company’s determination in reasonable detail. After Company provides this written notification to Executive, it may stop or withhold any payments which have not been made under this Agreement. If Executive disputes that such Cause exists or existed, Executive and his or her counsel shall make a presentation to the Company to request that Company withdraw such determination. If the matter is not settled or resolved after Executive’s presentation to the Company, either party may commence an arbitration pursuant action in a court of competent jurisdiction, subject to the procedure set forth waiver of any right to jury trial in Paragraph 11.13 of this Agreement10 above. In addition, if Executive breaches Executive’s obligations under Article 6 the Nondisclosure or Paragraphs 7.1, 7.2 or 7.3 Noncompete provisions of this Agreement, Company may stop or withhold any payments which have not been made under this Agreement. If the arbitrator a court finds that Cause exists or existed or that Executive has breached Executive’s obligations under Article 6 the Nondisclosure (Paragraph 6) or Paragraphs 7.1, 7.2 or 7.3 Noncompete (Paragraph 7) provisions of this Agreement, or if Executive does not timely commence an action disputing Company’s Cause determination, Executive shall make prompt repayment to Company of the cash payments provided under in Section 3 of this Agreement and other benefits received by Executive pursuant to this Agreement (including, but not limited to, the value of any discounted COBRA coverage). Consistent with applicable law, any repayments shall include an interest factor equal to the applicable federal short term interest rate pursuant to Internal Revenue Code paragraph section 1274. Interest shall begin to accrue on the 31st day after Executive (or, if applicable, Executive’s estate or beneficiary) received Company’s written notification of its determination that such Cause exists or existed, and shall continue to accrue until complete repayment is made to Company. If Company notifies Executive (or, if applicable, Executive’s estate or SEVERANCE AGREEMENT beneficiary) in writing of the determination that Cause for termination exists prior to having made the payments payment required pursuant to Section 3 of this Agreement, such payment shall not be made unless the Company withdraws its determination, if the court arbitrator determines that Cause did not exist, or if the parties agree otherwise.

CONDITIONAL REPAYMENT OF PAYMENTS AND BENEFITS. If Executive receives benefits under this AgreementParagraph 3.b above, and, within two years following Executive’s termination of employment, Company determines that during Executive’s employment with Qwest, Executive engaged in conduct that would have constituted “Cause” for termination (as defined in paragraph 4.6(a) 3.a above), regardless of (i) when during Executive’s employment with Qwest such conduct occurred, (ii) when Qwest knew or learns of such conduct or should have known of such conduct, or (iii) what Qwest now knows or should have known about Executive’s conduct, then Company shall provide to Executive (or, if applicable, Executive’s estate or beneficiary) written notification of such determination, which written notification shall expressly set forth the basis for Company’s determination in reasonable detail. After Company provides this written notification to Executive, it may stop or withhold any payments which have not been made under this Agreement. If Executive disputes that such Cause exists or existed, Executive and his or her counsel shall make a presentation to the Company to request that Company withdraw such determination. If the matter is not settled or resolved after Executive’s presentation to the Company, either party may commence an arbitration pursuant to the procedure set forth in Paragraph 11.13 of this Agreement9. In addition, if Executive breaches Executive’s obligations under Article 6 the Nondisclosure or Paragraphs 7.1, 7.2 or 7.3 Noncompete provisions of this Agreement, Company may stop or withhold any payments which have not been made under this Agreement. If the arbitrator a court finds that Cause exists or existed or that Executive has breached Executive’s obligations under Article 6 the Nondisclosure (Paragraph 5) or Paragraphs 7.1, 7.2 or 7.3 Noncompete (Paragraph 6) provisions of this Agreement, or if Executive does not timely commence an action arbitration disputing Company’s Cause determination, Executive shall make prompt repayment to Company of the cash payments provided under in Paragraph 3.b of this Agreement and other benefits received by Executive pursuant to this Agreement (including, but not limited to, the value of any discounted COBRA coverage). Consistent with applicable law, any repayments shall include an interest factor equal to the applicable federal short term interest rate pursuant to Internal Revenue Code paragraph section 1274. Interest shall begin to accrue on the 31st day after Executive (or, if applicable, Executive’s estate or beneficiary) received Company’s written notification of its determination that such Cause exists or existed, and shall continue to accrue until complete repayment is made to Company. If Company notifies Executive (or, if applicable, Executive’s estate or beneficiary) in writing of the determination that Cause for termination exists prior to having made the payments payment required pursuant to Paragraph 3.b of this Agreement, such payment shall not be made unless the Company withdraws its determination, if the court arbitrator determines that Cause did not exist, or if the parties agree otherwise.

CONDITIONAL REPAYMENT OF PAYMENTS AND BENEFITS. If Executive receives benefits under this AgreementParagraph 3.b.(1) above, and, within two years following Executive’s 's termination of employment, Company determines that during Executive’s 's employment with Qwest, Executive engaged in conduct that would have constituted “"Cause” " for termination (as defined in paragraph 4.6(a) 3.a. above), regardless of (i) when during Executive’s 's employment with Qwest such conduct occurred, (ii) when Qwest knew or learns of such conduct or should have known of such conduct, or (iii) what Qwest now knows or should have known about Executive’s 's conduct, then Company shall provide to Executive (or, if applicable, Executive’s 's estate or beneficiary) written notification of such determination, which written notification shall expressly set forth the basis for Company’s 's determination in reasonable detail. After Company provides this written notification to Executive, it may stop or withhold any payments which have not been made under this Agreement. If Executive disputes that such Cause exists or existed, Executive and his or her counsel shall make a presentation to the Company to request that Company withdraw such determination. If the matter is not settled or resolved after Executive’s 's presentation to the Company, either party may commence an arbitration pursuant action in a court of competent jurisdiction, subject to the procedure set forth waiver of any right to jury trial in Paragraph 11.13 of this Agreement9 above. In addition, if Executive breaches Executive’s 's obligations under Article 6 the Nondisclosure (Paragraph 5) or Paragraphs 7.1, 7.2 or 7.3 Noncompete (Paragraph 6) provisions of this Agreement, Company may stop or withhold any payments which have not been made under this Agreement. If the arbitrator a court finds that Cause exists or existed or that Executive has breached Executive’s 's obligations under Article 6 the Nondisclosure or Paragraphs 7.1, 7.2 or 7.3 Noncompete provisions of this Agreement, or if Executive does not timely commence an action disputing Company’s 's Cause determination, Executive shall make prompt repayment to Company of the cash payments provided under in Section 3 of this Agreement and other benefits received by Executive pursuant to this Agreement (including, but not limited to, the value of any discounted COBRA coverage). Consistent with applicable law, any repayments shall include an interest factor equal to the applicable federal short term interest rate pursuant to Internal Revenue Code paragraph section 1274. Interest shall begin to accrue on the 31st day after Executive (or, if applicable, Executive’s 's estate or beneficiary) received Company’s 's written notification of its determination that such Cause exists or existed, and shall continue to accrue until complete repayment is made to Company. If Company notifies Executive (or, if applicable, Executive’s 's estate or beneficiary) in writing of the determination that Cause for termination exists prior to having made the payments payment required pursuant to Section 3 of this Agreement, such payment shall not be made unless the Company withdraws its determination, if the court arbitrator determines that Cause did not exist, or if the parties agree otherwise.

CONDITIONAL REPAYMENT OF PAYMENTS AND BENEFITS. If Executive receives benefits under this AgreementParagraph 3.b.(1) above, and, within two years SEVERANCE AGREEMENT following Executive’s termination of employment, Company determines that during Executive’s employment with Qwest, Executive engaged in conduct that would have constituted “Cause” for termination (as defined in paragraph 4.6(a) 3.a. above), regardless of (i) when during Executive’s employment with Qwest such conduct occurred, (ii) when Qwest knew or learns of such conduct or should have known of such conduct, or (iii) what Qwest now knows or should have known about Executive’s conduct, then Company shall provide to Executive (or, if applicable, Executive’s estate or beneficiary) written notification of such determination, which written notification shall expressly set forth the basis for Company’s determination in reasonable detail. After Company provides this written notification to Executive, it may stop or withhold any payments which have not been made under this Agreement. If Executive disputes that such Cause exists or existed, Executive and his or her counsel shall make a presentation to the Company to request that Company withdraw such determination. If the matter is not settled or resolved after Executive’s presentation to the Company, either party may commence an arbitration pursuant action in a court of competent jurisdiction, subject to the procedure set forth waiver of any right to jury trial in Paragraph 11.13 of this Agreement9 above. In addition, if Executive breaches Executive’s obligations under Article 6 the Nondisclosure (Paragraph 5) or Paragraphs 7.1, 7.2 or 7.3 Noncompete (Paragraph 6) provisions of this Agreement, Company may stop or withhold any payments which have not been made under this Agreement. If the arbitrator a court finds that Cause exists or existed or that Executive has breached Executive’s obligations under Article 6 the Nondisclosure or Paragraphs 7.1, 7.2 or 7.3 Noncompete provisions of this Agreement, or if Executive does not timely commence an action disputing Company’s Cause determination, Executive shall make prompt repayment to Company of the cash payments provided under in Section 3 of this Agreement and other benefits received by Executive pursuant to this Agreement (including, but not limited to, the value of any discounted COBRA coverage). Consistent with applicable law, any repayments shall include an interest factor equal to the applicable federal short term interest rate pursuant to Internal Revenue Code paragraph section 1274. Interest shall begin to accrue on the 31st day after Executive (or, if applicable, Executive’s estate or beneficiary) received Company’s written notification of its determination that such Cause exists or existed, and shall continue to accrue until complete repayment is made to Company. If Company notifies Executive (or, if applicable, Executive’s estate or beneficiary) in writing of the determination that Cause for termination exists prior to having made the payments payment required pursuant to Section 3 of this Agreement, such payment shall not be made unless the Company withdraws its determination, if the court arbitrator determines that Cause did not exist, or if the parties agree otherwise.