Common use of Effect of Termination of Employment on Compensation Clause in Contracts

Effect of Termination of Employment on Compensation. (a) If Executive’s employment hereunder shall terminate for any reason described in Section 3.2(a), 3.2(b) or 3.2(c), pursuant to Executive’s resignation for other than Good Reason, or by Executive’s election not to renew this Agreement at the end of the Term, then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that Executive or his estate as the context so requires shall be entitled to (i) payment of all accrued and unpaid Base Salary to the Date of Termination, (ii) except in the case of a termination under Section 3.2(c) or by Executive’s election not to renew this Agreement at the end of the Term, any unpaid Annual Bonus for the calendar year ending prior to the Date of Termination, which amount shall be payable in a lump-sum on or before the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event later than March 15 of the calendar year following the calendar year to which such Annual Bonus relates), (iii) reimbursement for all incurred but unreimbursed expenses for which Executive is entitled to reimbursement in accordance with Section 4.7, and (iv) benefits to which Executive is entitled under the terms of any applicable benefit plan or program. In addition, if Executive’s employment hereunder is terminated pursuant to Section 3.2(a) or 3.2(b), (i) 100% of the unvested portions of the Sign-On Incentive Award will be fully accelerated and settled within 10 days following the Date of Termination, (ii) 100% of the unvested portions of the Time-Based Grant will be fully accelerated and settled within 10 days following the Date of Termination, (iii) the unvested portions of the Performance-Based Grant will vest in accordance with the terms thereof and (iv) notwithstanding anything to the contrary in the applicable award agreement, the amount of any unvested portion of any Annual LTIPs that have previously been earned but that would have otherwise vested solely by the passage of time within one year following the Date of Termination shall be accelerated on the Date of Termination and settled within 10 days following the Date of Termination.

Effect of Termination of Employment on Compensation. (a) If Executive’s employment hereunder shall terminate for any reason described in Section 3.2(a), 3.2(b) or 3.2(c), pursuant to Executive’s resignation for other than Good Reason, or by Executive’s election not to renew this Agreement at the end of the Term, then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that Executive or his estate as the context so requires shall be entitled to (i) payment of all accrued and unpaid Base Salary to the Date of Termination, (ii) except in the case of a termination under Section 3.2(c) or by Executive’s election not to renew this Agreement at the end of the Term, any unpaid Annual Bonus for the calendar year ending prior to the Date of Termination, which amount shall be payable in a lump-sum on or before the date such annual bonuses are paid to executives who have continued employment with the Company or the Parent Company (but in no event later than March 15 of the calendar year following the calendar year to which such Annual Bonus relates), (iii) reimbursement for all incurred but unreimbursed expenses for which Executive is entitled to reimbursement in accordance with Section 4.7, and (iv) benefits to which Executive is entitled under the terms of any applicable benefit plan or program. In addition, if Executive’s employment hereunder is terminated pursuant to Section 3.2(a) or 3.2(b), (i) 100% of the unvested portions of the Sign-On Incentive Award will be 100% fully accelerated and settled within 10 days following the Date of Termination, and (ii) 100% of the unvested portions of the Time-Based Grant will be fully accelerated and settled within 10 days following the Date of Termination, (iii) the unvested portions of the Performance-Based Grant will vest in accordance with the terms thereof and (iv) notwithstanding anything to the contrary in the applicable award agreement, the amount of any unvested portion of any Annual LTIPs that have previously been earned but that would have otherwise vested solely by the passage of time within one year following the Date of Termination shall be accelerated on the Date of Termination and settled within 10 days following the Date of Termination.

Effect of Termination of Employment on Compensation. (a) If Executive’s employment hereunder shall terminate at the expiration of the term due to notice of non-renewal duly given by Executive to the Company in accordance with Section 3.1, for any reason described in Section 3.2(a), 3.2(b) or 3.2(c3.2(b), pursuant to Section 3.3(b) or by reason of Executive’s resignation for other than Good Reason, or by Executive’s election not to renew this Agreement at the end of the Termdeath, then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that Executive or his estate as the context so requires shall be entitled to (i) payment of all accrued and unpaid Base Salary to through the Date of Termination, (ii) except in the case of a termination under Section 3.2(c) or by Executive’s election not to renew this Agreement at the end of the Term, any unpaid Annual Bonus for the calendar year ending prior to the Date of Termination, which amount shall be payable in a lump-sum on or before the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event later than March 15 of the calendar year following the calendar year to which such Annual Bonus relates), (iii) reimbursement for all incurred but unreimbursed expenses for which Executive is entitled to reimbursement in accordance with Section 4.74.4, and (iviii) benefits to which Executive is entitled under the terms of any applicable benefit plan or program. In addition, if (iv) in the case of a termination of Executive’s employment hereunder is terminated pursuant to Employment, for any reason described in Section 3.2(a) or 3.2(b)by reason of Executive’s death, (i) 100% of the unvested portions of the Sign-On Incentive Award will be fully accelerated and settled within 10 days following the Date of Termination, (ii) 100% of the unvested portions of the Time-Based Grant will be fully accelerated and settled within 10 days following the Date of Termination, (iii) the unvested portions of the Performance-Based Grant will vest in accordance with the terms thereof and (iv) notwithstanding anything any unpaid Annual Bonus earned by Executive prior to the contrary in the applicable award agreement, the amount of any unvested portion of any Annual LTIPs that have previously been earned but that would have otherwise vested solely by the passage of time within one year following the Date of Termination (which amount shall be accelerated paid not later than the date the annual bonus, if any (for the same calendar year as relates to such earned and unpaid Annual Bonus), is paid to the other executives of the Company of a similar seniority level that remain employed by the Company on the normal payment date of such annual bonus (but in no event later than December 31 of the year immediately following the calendar year to which such Annual Bonus relates), and (v) the Guaranteed Bonus for the calendar year in which the Date of Termination occurs, which amount shall be prorated for any partial calendar year and settled within 10 days shall be paid not later than March 15 of the calendar year immediately following the calendar year in which the Date of TerminationTermination occurs. Executive shall be deemed to “earn” the Annual Bonus for solely purposes of this Article VI if Executive remained continuously employed by the Company or its Affiliates through December 31 of the calendar year to which such Annual Bonus relates.