Conditions to Payment and Acceleration. In the event of a termination under this Section VI, any earned but unpaid Base Salary as of the date of such termination will be paid in accordance with Section IV-A, and in the event of a Termination Without Cause or a Constructive Discharge, any earned but unpaid Incentive Compensation Award for a prior completed fiscal year as of the date of such termination will be paid in accordance with Section IV-B, and for the avoidance of doubt, the Executive shall retain any Long Term Incentive Awards that have vested and been paid to the Executive as of the date of such termination, unless otherwise prohibited by law. All payments due to the Executive under Sections VI-A(i) will be made to the Executive in a lump sum no later than the sixtieth (60th) day following the date of termination; provided, however, that (i) all payments and benefits under Sections VI-A(i) - (iii) will be subject to, and contingent upon, the execution by the Executive (or the Executive’s beneficiary or estate) of a release of claims substantially in the form attached hereto as Exhibit A, and (ii) in the event that the period during which the Executive is entitled to consider the general release (and to revoke the release, if applicable) spans two calendar years, then any payment that otherwise would have been payable during the first calendar year will be made on the later of (A) the end of the revocation period (assuming that the Executive does not revoke), or (B) the first business day of the second calendar year (regardless of whether the Executive used the full time period allowed for consideration), all as required for purposes of Code Section 409A. The payments due to the Executive under Section VI-A will be in lieu of any other severance benefits otherwise payable to the Executive under any severance plan of the Company or its affiliates. The Company will provide the general release to the Executive within ten (10) business days following the Executive’s last day of employment.
Conditions to Payment and Acceleration. All payments due to the Executive under this Section VII shall be made as soon as practicable, but in no event earlier than the date permitted under Section 409A of the Code, to the extent such payment is subject to Section 409A of the Code; provided, however, that such payments shall be subject to, and contingent upon, the execution by the Executive (or his beneficiary or estate) of a release of claims against the Company and its affiliates in such reasonable form determined by the Company in its sole discretion. The payments due to the Executive under this Section VII shall be in lieu of any other severance benefits otherwise payable to the Executive under any severance plan of the Company or its affiliates.
Conditions to Payment and Acceleration. All payments due to the Executive under this Section VIII shall be made as soon as practicable; provided, however, that such payments, shall be subject to, and contingent upon, the execution by the Executive (or his beneficiary or estate) of a release of any and all claims against JTAX and its affiliates in such reasonable form agreed to by JTAX and the Executive (which release will also require JTAX to execute a release of claims against the Executive for any and all claims, but only including claims which JTAX is then aware of, and specifically excluding claims relating to fraud, criminal matters, and accounting irregularities). The payments due to the Executive under this Section VIII shall be in lieu of any other severance benefits otherwise payable to the Executive under any severance plan of JTAX or its affiliates and/or any other agreement or arrangement. Nothing herein shall be construed as limiting the Executive’s entitlement to any other vested accrued benefits to which he (or his estate if applicable) is then entitled under JTAX’s (and Cendant’s) applicable employee benefit plans, including without limitation any disability or death benefits which may become payable.
Conditions to Payment and Acceleration. All payments due to the Executive under this Section VIII shall be made as soon as practicable; PROVIDED, HOWEVER, that such payments, as well as the modification of the terms of any Cendant options provided under this Section VIII, shall be subject to, and contingent upon, the execution by the Executive (or his beneficiary or estate) of a release of claims against Cendant and its affiliates in such form determined by Cendant in its sole discretion. The payments due to the Executive under this Section VIII shall be in lieu of any other severance benefits otherwise payable to the Executive under any severance plan of Cendant or its affiliates. To the extent any term or condition of any option to purchase Cendant common stock conflicts with any term or condition of this Agreement applicable to such option, the term or condition set forth in this Agreement shall govern.
Conditions to Payment and Acceleration. All payments due to the Executive under this Section VIII shall be made as soon as practicable; provided, however, that such payments, shall be subject to, and contingent upon, the execution by the Executive (or her beneficiary or estate) of a release of any and all claims against WEX and its affiliates in such reasonable form agreed to by WEX and the Executive. The payments due to the Executive under this Section VIII shall be in lieu of any other severance benefits otherwise payable to the Executive under any severance plan of WEX or its affiliates and/or any other agreement or arrangement. Nothing herein shall be construed as limiting the Executive’s entitlement to any other vested accrued benefits to which she (or her estate if applicable) is then entitled under WEX’s applicable employee benefit plans, including without limitation any disability or life insurance plan benefits which may become payable.
Conditions to Payment and Acceleration. All payments and benefits due to the Executive under this Section VIII shall be made as soon as practicable; PROVIDED, HOWEVER, that such payments and benefits shall be subject to, and contingent upon, the execution by the Executive (or his beneficiary or estate) of a release of claims against Cendant and its affiliates in such form determined by Cendant in its sole discretion. The payments due to the Executive under this Section VIII shall be in lieu of any other severance benefits otherwise payable to the Executive under any severance plan of Cendant or its affiliates. To the extent any term or condition of any option to purchase Cendant common stock conflicts with any term or condition of this Agreement applicable to such option, the term or condition set forth in this Agreement shall govern.
Conditions to Payment and Acceleration. All payments due to the Executive under this Section 8 shall be made as soon as practicable; provided, however, that such payments, shall be subject to, and contingent upon, the execution by the Executive (or his beneficiary or estate) of a release of any and all claims against the Company and its affiliates in such reasonable form agreed to by the Company and the Executive (which release will also require the Company to execute a release of claims against the Executive for any and all claims, but only including claims which the Company is then aware of, and specifically excluding claims relating to fraud, criminal matters, and accounting irregularities). The payments due to the Executive under this Section 8 shall be in lieu of any other severance benefits otherwise payable to the Executive under any severance plan of the Company or its affiliates and/or any other agreement or arrangement. Nothing herein shall be construed as limiting the Executive’s entitlement to any other vested accrued benefits to which he (or his estate if applicable) is then entitled under the Company’s applicable employee benefit plans, including without limitation any disability or death benefits which may become payable.
Conditions to Payment and Acceleration. All payments due to the Executive under this Section VIII shall be made subject to the terms of this Agreement; provided, however, that such payments, shall be subject to, and contingent upon, the execution by the Executive (or the Executive’s beneficiary or estate), and the continued effectiveness, of a release of any and all claims against the Company and its affiliates substantially in the form attached to this Agreement as Exhibit A. The payments due to the Executive under this Section VIII shall be in lieu of any other severance benefits otherwise payable to the Executive under any severance plan of the Company or its affiliates and/or any other agreement or arrangement. Nothing herein shall be construed as limiting the Executive’s entitlement to any other vested accrued benefits to which the Executive (or the Executive’s estate if applicable) is then entitled under the Company’s applicable employee benefit plans, including, without limitation, any disability or death benefits which may become payable.
Conditions to Payment and Acceleration. All payments and benefits due to the Executive under this Section I shall be made or provided as soon as reasonably practicable (and in any event within 20 days of the execution by the Executive of the release referred to below); provided that such payments and benefits shall be subject to, and contingent upon, the execution by the Executive (or the Executive’s beneficiary or estate) of a release of claims against the Company and its subsidiaries and affiliates and their respective representatives in such form as shall be determined by the Company in its sole discretion. The payments due to the Executive under this Section I shall be in lieu of any other severance benefits otherwise payable to the Executive under any severance plan of the Company or its affiliates.
Conditions to Payment and Acceleration. All payments and benefits due to the Executive under this Section VIII shall be made or provided as soon as practicable; provided, however, that such payments and benefits shall be subject to, and contingent upon, the execution by the Executive (or the Executive’s beneficiary or estate) of a release of claims against the Company and its affiliates in such form determined by the Company in its sole discretion. The payments due to the Executive under this Section VIII shall be in lieu of any other severance benefits otherwise payable to the Executive under any severance plan of the Company or its affiliates.
