Common use of Effect of Termination by the Executive Clause in Contracts

Effect of Termination by the Executive. (a) In the event that the Executive’s employment is terminated by the Executive as permitted by Section 3.04 hereof, and the termination is not deemed to be a “Good Reason Termination” (as defined in Section 3.04 hereof), the Company shall, on the date that the termination of the Executive’s employment with the Company is effective, pay to the Executive, in one lump sum payment, an amount equal to the sum of: (i) any monthly installments of his Base Salary which are accrued and unpaid as of the date of the Executive’s termination; and (ii) any bonuses accrued for but not yet paid to the Executive for the fiscal year of the Company ending immediately prior to the fiscal year of the Company in which the Executive’s employment is terminated. After the amount required to be paid to the Executive by the preceding sentence has been paid, the Company shall have no further obligation to pay the Executive any additional Base Salary, compensation or bonuses, and, except as otherwise provided by Section 6.07 and Section 6.08 hereof, no further obligation to pay to or provide the Executive any other benefits. (b) In the event that the Executive’s employment is terminated by the Executive as permitted by Section 3.04 hereof, and the termination is deemed to be a “Good Reason Termination” (as defined in Section 3.04 hereof): (i) the Company shall, on the date the termination of the Executive’s employment with the Company is effective, pay to the Executive, in one lump sum payment an amount equal to the sum of: (A) any monthly installments of his Base Salary which are accrued and unpaid as of the date the termination of the Executive’s employment is effective; and (B) any bonuses accrued for but not yet paid to the Executive for the fiscal year of the Company ending immediately prior to the fiscal year of the Company in which the Executive’s employment is terminated; and (ii) the Company shall, on the earlier of the end of the six (6) month period following the date the termination of the Executive’s employment is effective and the date of the Executive’s death, pay to the Executive (or, in the case of the Executive’s death, to the personal representative’s death), an amount equal to: (A) two and one half (2.5) multiplied by (B) the sum of (I) the Executive’s Base Salary as in effect on the date his employment is terminated; and (II) all bonuses paid by the Company to the Executive during the twelve (12) month period ending on the date the Executive’s employment is terminated. After the amount required to be paid to the Executive by the preceding sentence has been paid, the Company shall have no further obligation to pay the Executive any additional Base Salary, compensation or bonuses and, except as otherwise provided in Section 6.06, Section 6.07 and Section 6.08 hereof, no further obligation to pay to or to provide the Executive any other benefits.

Effect of Termination by the Executive. (a) In the event that the Executive’s employment is terminated by the Executive as permitted by Section 3.04 hereof, and the termination is not deemed to be a “Good Reason Termination” (as defined in Section 3.04 hereof), the Company shall, on shall pay to the Executive; (i) any installment of his Base Salary which is accrued and unpaid as of the date that the termination of the Executive’s employment with the Company is becomes effective, pay to the Executiveless applicable payroll and withholding taxes, which payment shall be made in one lump sum payment, an amount equal to on the sum of: (i) any monthly installments of his Base Salary which are accrued and unpaid as of first Pay Date following the effective date of the Executive’s such termination; and (ii) any bonuses accrued for but not yet paid to if the Executive is entitled to payment of an annual bonus under the terms of the MICP for the fiscal calendar year of the Company ending immediately prior to the fiscal calendar year of in which his employment is terminated and such bonus has not been paid to the Executive prior to the date his employment is terminated, the Company shall pay the amount of any such bonus to the Executive, less applicable payroll and withholding taxes, on the same date that bonuses under the MICP for the calendar year ending immediately prior to the calendar year in which the termination of the Executive’s employment is terminatedbecomes effective are paid. After the amount required to be paid to the Executive by the preceding sentence has been paid, unless the termination of the Executive’s employment is deemed to be a “Good Reason Termination” (as defined in Section 3.04(b) hereof), the Company shall have no further obligation to pay the Executive any additional Base Salary, compensation or bonuses, and, except as otherwise provided by Section 6.07 and Section 6.08 6.06 hereof, no further obligation to pay to or provide the Executive any other benefits. (ba) In the event that the Executive’s employment is terminated by the Executive as permitted by Section 3.04 hereof, and the termination is deemed determined to be a “Good Reason Termination” (as defined in Section 3.04 3.04(b) hereof): ), provided that, within forty-five (45) days following the date the Company delivers a Waiver and Release to the Executive, the Executive executes and delivers such Waiver and Release to the Company and does not revoke such Waiver and Release as permitted by the Waiver and Release, the Company shall pay to the Executive an amount equal to: (i) one and seventy five hundredths (1.75) multiplied by (ii) the Executive’s then applicable Base Salary, of which amount, an amount equal to the Executive’s then applicable Base Salary shall be paid in twelve (12) consecutive calendar months and in substantially equal installments beginning on the Pay Date as determined pursuant to the following provisions of this Section 6.03(b) and the remaining portion of which (equal to seventy five hundredths (.75) of the Executive’s Base Salary) shall be paid to the Executive in one lump sum payment, less applicable payroll and withholding taxes, on the Pay Date as determined pursuant to the following provisions of this Section 6.03(b). If the date on which the termination of the Executive’s employment becomes effective occurs at any time during the period beginning on December 23 of a calendar year and ending on November 8 of the immediately following calendar year, payment of the lump sum payment and the first installment of the Executive’s Base Salary provided for by the preceding sentence shall be made on the first Pay Date which occurs after the end of the eight (8) day period beginning on the date the Executive delivers the executed Waiver and Release to the Company. In the event that the date on which the termination of the Executive’s employment becomes effective occurs at any time between November 9 and December 22 of a calendar year, the date on which the payments required to be made to the Executive by the first sentence of this Section 6.03(b) shall begin (in the case of the installments provided for) and be made (in the case of the lump sum payment provided for) shall be the first Pay Date which occurs after the end of the calendar year or, if later, the first Pay Date which occurs after the end of the eight (8) day period beginning on the date the Executive delivers the executed Waiver and Release to the Company. (b) Notwithstanding anything to the contrary contained in Section 6.03(b), the payments to be made to the Executive pursuant to this Section 6.03 in connection with a termination of the Executive’s employment in a termination which is determined to be a Good Reason Termination are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii). Accordingly, to the extent that the payments to be made to the Executive pursuant to this Section 6.03 and any other payments payable to the Executive in connection with the Executive’s involuntary separation from service do not qualify for or otherwise exceed the limit set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) or any similar limit promulgated by the U.S. Treasury or the IRS, the portion of the payments required to be made to the Executive pursuant to this Section 6.03 and the portion of any other payments to be made to the Executive in connection with his involuntary separation from service which do not qualify for or otherwise exceed any such limit, as determined by the Company shallin its sole discretion, on shall be paid no later than the fifteenth (15th) day of the third (3rd) month following the end of the tax year in which the date the termination of the Executive’s employment with the Company is becomes effective, pay to the Executive, in one lump sum payment an amount equal to the sum of: . (Ac) any monthly installments of his Base Salary which are accrued and unpaid as of the date the termination of the Executive’s employment is effective; and (B) any bonuses accrued for but not yet paid to the Executive for the fiscal year of the Company ending immediately prior to the fiscal year of the Company in which the Executive’s employment is terminated; and (ii) the Company shall, on the earlier of the end of the six (6) month period following the date the termination of the Executive’s employment is effective and the date of the Executive’s death, pay to the Executive (or, in the case of the Executive’s death, to the personal representative’s death), an amount equal to: (A) two and one half (2.5) multiplied by (B) the sum of (I) the Executive’s Base Salary as in effect on the date his employment is terminated; and (II) all bonuses paid by the Company to the Executive during the twelve (12) month period ending on the date the Executive’s employment is terminated. After the amount amount, if any, required to be paid to the Executive by pursuant to Section 6.03(a) hereof and the preceding sentence amount, if any, required to be paid to the Executive pursuant to Section 6.03(b) hereof has been paid, the Company shall have no further obligation to pay the Executive any additional Base Salary, compensation or bonuses and, except as otherwise provided in subject to the provisions of Section 6.06, Section 6.07 and Section 6.08 6.06 hereof, no further obligation to pay to or to provide the Executive any other benefits.

Effect of Termination by the Executive. (a) (a) In the event that the Executive’s employment is terminated by the Executive as permitted by Section 3.04 hereof, and the termination is not deemed to be a “Good Reason Termination” (as defined in Section 3.04 hereof), the Company shall, on shall pay to the Executive; (i) any installment of his Base Salary which is accrued and unpaid as of the date that the termination of the Executive’s employment with the Company is becomes effective, pay to the Executiveless applicable payroll and withholding taxes, which payment shall be made in one lump sum payment, an amount equal to on the sum of: (i) any monthly installments of his Base Salary which are accrued and unpaid as of first Pay Date following the effective date of the Executive’s such termination; and (ii) any bonuses accrued for but not yet paid to if the Executive is entitled to payment of an annual bonus under the terms of the MICP for the fiscal calendar year of the Company ending immediately prior to the fiscal calendar year of in which his employment is terminated and such bonus has not been paid to the Executive prior to the date his employment is terminated, the Company shall pay the amount of any such bonus to the Executive, less applicable payroll and withholding taxes, on the same date that bonuses under the MICP for the calendar year ending immediately prior to the calendar year in which the termination of the Executive’s employment is terminatedbecomes effective are paid. After the amount required to be paid to the Executive by the preceding sentence has been paid, unless the termination of the Executive’s employment is deemed to be a “Good Reason Termination” (as defined in Section 3.04(b) hereof) or a “No-Fault Termination (as defined in Section 3.04(c) hereof), the Company shall have no further obligation to pay the Executive any additional Base Salary, compensation or bonuses, and, except as otherwise provided by Section 6.07 and Section 6.08 6.06 hereof, no further obligation to pay to or provide the Executive any other benefits. (b) In the event that the Executive’s employment is terminated by the Executive as permitted by Section 3.04 hereof, and the termination is deemed determined to be a “Good Reason Termination” (as defined in Section 3.04 3.04(b) hereof): ) or a “No-Fault Termination” (as defined in Section 3.04(c) hereof), provided that, within forty-five (45) days following the date the Company delivers a Waiver and Release to the Executive, the Executive executes and delivers such Waiver and Release to the Company and does not revoke such Waiver and Release as permitted by the Waiver and Release, the Company shall pay to the Executive an amount equal to: (i) one and seventy five hundredths (1.75) multiplied by (ii) the Executive’s then applicable Base Salary, of which amount, an amount equal to the Executive’s then applicable Base Salary shall be paid in twelve (12) consecutive calendar months and in substantially equal installments beginning on the Pay Date as determined pursuant to the following provisions of this Section 6.03(b) and the remaining portion of which (equal to seventy five hundredths (.75) of the Executive’s Base Salary) shall be paid to the Executive in one lump sum payment, less applicable payroll and withholding taxes, on the Pay Date as determined pursuant to the following provisions of this Section 6.03(b). If the date on which the termination of the Executive’s employment becomes effective occurs at any time during the period beginning on December 23 of a calendar year and ending on November 8 of the immediately following calendar year, payment of the lump sum payment and the first installment of the Executive’s Base Salary provided for by the preceding sentence shall be made on the first Pay Date which occurs after the end of the eight (8) day period beginning on the date the Executive delivers the executed Waiver and Release to the Company. In the event that the date on which the termination of the Executive’s employment becomes effective occurs at any time between November 9 and December 22 of a calendar year, the date on which the payments required to be made to the Executive by the first sentence of this Section 6.03(b) shall begin (in the case of the installments provided for) and be made (in the case of the lump sum payment provided for) shall be the first Pay Date which occurs after the end of the calendar year or, if later, the first Pay Date which occurs after the end of the eight (8) day period beginning on the date the Executive delivers the executed Waiver and Release to the Company. (c) Notwithstanding anything to the contrary contained in Section 6.03(b), the payments to be made to the Executive pursuant to this Section 6.03 in connection with a termination of the Executive’s employment in a termination which is determined to be a Good Reason Termination are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii). Accordingly, to the extent that the payments to be made to the Executive pursuant to this Section 6.03 and any other payments payable to the Executive in connection with the Executive’s involuntary separation from service do not qualify for or otherwise exceed the limit set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) or any similar limit promulgated by the U.S. Treasury or the IRS, the portion of the payments required to be made to the Executive pursuant to this Section 6.03 and the portion of any other payments to be made to the Executive in connection with his involuntary separation from service which do not qualify for or otherwise exceed any such limit, as determined by the Company shallin its sole discretion, on shall be paid no later than the fifteenth (15th) day of the third (3rd) month following the end of the tax year in which the date the termination of the Executive’s employment with the Company is becomes effective, pay to the Executive, in one lump sum payment an amount equal to the sum of: . (Ad) any monthly installments of his Base Salary which are accrued and unpaid as of the date the termination of the Executive’s employment is effective; and (B) any bonuses accrued for but not yet paid to the Executive for the fiscal year of the Company ending immediately prior to the fiscal year of the Company in which the Executive’s employment is terminated; and (ii) the Company shall, on the earlier of the end of the six (6) month period following the date the termination of the Executive’s employment is effective and the date of the Executive’s death, pay to the Executive (or, in the case of the Executive’s death, to the personal representative’s death), an amount equal to: (A) two and one half (2.5) multiplied by (B) the sum of (I) the Executive’s Base Salary as in effect on the date his employment is terminated; and (II) all bonuses paid by the Company to the Executive during the twelve (12) month period ending on the date the Executive’s employment is terminated. After the amount amount, if any, required to be paid to the Executive by pursuant to Section 6.03(a) hereof and the preceding sentence amount, if any, required to be paid to the Executive pursuant to Section 6.03(b) hereof has been paid, the Company shall have no further obligation to pay the Executive any additional Base Salary, compensation or bonuses and, except as otherwise provided in subject to the provisions of Section 6.06, Section 6.07 and Section 6.08 6.06 hereof, no further obligation to pay to or to provide the Executive any other benefits.