Common use of Effect of Involuntary Termination Clause in Contracts

Effect of Involuntary Termination. Only in the event of an Involuntary Termination, Executive shall be entitled to the following, subject to Section 7 hereof: a. continuation of Executive’s base salary in effect on the date of such Involuntary Termination for a period of eighteen (18) months from the date of termination (the “Payment Period”), payable in accordance with the Operating Company’s prevailing compensation practice, as such practice may be modified from time to time; b. Notwithstanding any provision of any annual or long-term incentive plan to the contrary, the Company shall pay to the Executive a lump sum amount, in cash, equal to the sum of (i) any unpaid incentive compensation which has been allocated or awarded to the Executive for a completed fiscal year or other measuring period preceding the date of Involuntary Termination under any such plan and which, as of the date of Involuntary Termination, is contingent only upon the continued employment of the Executive to a subsequent date, and (ii) a pro rata portion to the date of Involuntary Termination of the aggregate value of all contingent incentive compensation awards to the Executive for all then uncompleted periods under any such plan, calculated as to each such award by multiplying the award that the Executive would have earned on the last day of the performance award period, assuming the achievement, at the target level (or, if greater, based on actual results to date of Involuntary Termination), of the individual and corporate performance goals established with respect to such award, by the fraction obtained by dividing the number of full months and any fractional portion of a month during such performance award period through the date of Involuntary Termination by the total number of months contained in such performance award period; c. should Executive elect continued medical insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and the Company is eligible under COBRA requirements, payment of Executive’s COBRA premiums during the Payment Period, subject to and in accordance with the provisions of COBRA. If Company is not eligible for COBRA insurance coverage, then Company will reimburse the monthly expense associated with private medical insurance coverage during the Payment Period; d. one-hundred percent (100%) of the unvested portion of each outstanding stock option granted to Executive shall be accelerated so that they become immediately exercisable upon the date of Involuntary Termination and may be exercised during the Payment Period; provided that, such stock options that remain unexercised upon expiration of the Payment Period shall then terminate and cease to be outstanding; and e. notwithstanding the terms and conditions of any written stock option agreement between Executive and Company, as amended (“Stock Option Agreements”), Executive shall have during the Payment Period the ability to exercise any stock options that are vested as of Executive’s date of termination pursuant to the terms the applicable Stock Option Agreement or Change of Control provisions herein, but in no event shall any stock option be exercisable at any time after the expiration date of such stock option, and upon the expiration of the Payment Period, such stock options shall terminate and cease to be outstanding.

Effect of Involuntary Termination. Only in the event of an Involuntary Termination, Executive shall be entitled to the following, subject to Section 7 hereof: a. continuation of Executive’s 's base salary in effect on the date of such Involuntary Termination for a period of eighteen (18) months from the date of termination (the “"Payment Period”"), payable in accordance with the Operating Company’s 's prevailing compensation practice, as such practice may be modified from time to time; b. Notwithstanding any provision of any annual or long-term incentive plan to the contrary, the Company shall pay to the Executive a lump sum amount, in cash, equal to the sum of (i) any unpaid incentive compensation which has been allocated or awarded to the Executive for a completed fiscal year or other measuring period preceding the date of Involuntary Termination under any such plan and which, as of the date of Involuntary Termination, is contingent only upon the continued employment of the Executive to a subsequent date, and (ii) a pro rata portion to the date of Involuntary Termination of the aggregate value of all contingent incentive compensation awards to the Executive for all then uncompleted periods under any such plan, calculated as to each such award by multiplying the award that the Executive would have earned on the last day of the performance award period, assuming the achievement, at the target level (or, if greater, based on actual results to date of Involuntary Termination), of the individual and corporate performance goals established with respect to such award, by the fraction obtained by dividing the number of full months and any fractional portion of a month during such performance award period through the date of Involuntary Termination by the total number of months contained in such performance award period; c. should Executive elect continued medical insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“"COBRA”") and the Company is eligible under COBRA requirements, payment of Executive’s 's COBRA premiums during the Payment Period, subject to and in accordance with the provisions of COBRA. If Company is not eligible for COBRA insurance coverage, then Company will reimburse the monthly expense associated with private medical insurance coverage during the Payment Period; d. one-hundred percent (100%) of the unvested portion of each outstanding stock option granted to Executive shall be accelerated so that they become immediately exercisable upon the date of Involuntary Termination and may be exercised during the Payment Period; provided that, such stock options that remain unexercised upon expiration of the Payment Period shall then terminate and cease to be outstanding; and e. notwithstanding the terms and conditions of any written stock option agreement between Executive and Company, as amended (“"Stock Option Agreements”"), Executive shall have during the Payment Period the ability to exercise any stock options that are vested as of Executive’s 's date of termination pursuant to the terms the applicable Stock Option Agreement or Change of Control provisions herein, but in no event shall any stock option be exercisable at any time after the expiration date of such stock option, and upon the expiration of the Payment Period, such stock options shall terminate and cease to be outstanding.

Effect of Involuntary Termination. Only in the event of an Involuntary Termination, Executive shall be entitled to the following, following severance benefits subject to Section 7 6 hereof: a. continuation of Executive’s 's base salary in effect on the date of such Involuntary Termination for a period of eighteen (18) months from the date of termination (the “"Payment Period”"), payable in accordance with the Operating Company’s 's prevailing compensation practice, as such practice may be modified from time to time; b. Notwithstanding any provision of any annual or long-term incentive plan to the contrary, the Company shall pay to the Executive a lump sum amount, payment in cash, an amount equal to the sum amount of executive incentive pay (ibonus) any unpaid incentive compensation which has been allocated or awarded to the Executive for a completed fiscal year or other measuring period preceding the date of Involuntary Termination under any such plan and which, as of the date of Involuntary Termination, is contingent only upon the continued employment of the Executive to a subsequent date, and (ii) a pro rata portion to the date of Involuntary Termination of the aggregate value of all contingent incentive compensation awards to the Executive for all then uncompleted periods under any such plan, calculated as to each such award by multiplying the award that the Executive would have earned on received for the last day year in which the Involuntary Termination occurred had he met one hundred percent (100%) of the performance award period, assuming the achievement, at the target level (or, if greater, based on actual results to date of Involuntary Termination), of the individual and corporate performance goals established with respect to for such award, by the fraction obtained by dividing the number of full months and any fractional portion of a month during such performance award period through the date of Involuntary Termination by the total number of months contained in such performance award periodincentive pay; c. should Executive elect continued medical insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“"COBRA”) and the Company is eligible under COBRA requirements"), payment of Executive’s 's COBRA premiums during the Payment Period, subject to and in accordance with the provisions of COBRA. If Company is not eligible for COBRA insurance coverage, then Company will reimburse the monthly expense associated with private medical insurance coverage during the Payment Period; d. one-hundred percent (100%) of the unvested portion of each outstanding stock option granted to Executive shall be accelerated so that they become immediately exercisable upon the date of Involuntary Termination and may be exercised during the Payment Period; provided that, such stock options that remain unexercised upon expiration of the Payment Period shall then terminate and cease to be outstanding; and: e. notwithstanding the terms and conditions of any written stock option agreement agreements between Executive and Company, as amended Company (“"Stock Option Agreements”"), Executive shall have during the Payment Period the ability to exercise any stock options that are vested as of Executive’s 's date of termination pursuant to the terms the applicable Stock Option Agreement or Change of Control provisions hereinAgreement, but in no event shall any stock option be exercisable at any time after the expiration date of such stock option, and upon the expiration of the Payment Period, such stock options shall terminate and cease to be outstanding.