Common use of Effect of Termination Without Cause Clause in Contracts

Effect of Termination Without Cause. In the event that the Executive’s employment is terminated by the Company, without Cause (pursuant to Section 3.03 hereof), at any time on or after the date hereof: (a) 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, less applicable withholding taxes, an amount equal to the sum of: (i) any monthly installments of his Base Salary which are accrued and unpaid as of the date the termination of the Executive’s employment becomes effective; 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; and (b) 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 of the Executive’s estate), an amount equal to: (i) two and one half (2.5) multiplied by (ii) the sum of (A) the Executive’s Base Salary as in effect on the date his employment is terminated; and (B) 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 amounts required to be paid to the Executive by the preceding sentence have 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 Without Cause. In the event that the Executive’s employment is terminated by the Company, without Cause (pursuant to Section 3.03 hereof), at any time on or after the date hereof: (ai) the Company shall, on the date that the termination of If the Executive’s employment with the Company is effective, terminated by the Company without Cause: (A) the Company shall pay to the ExecutiveExecutive the Accrued Amounts; (B) so long as the Executive complies with Sections 5(c), in one lump sum payment5(d) and 5(e) of this Agreement, less applicable withholding taxes, the Company shall pay to the Executive an amount (the “Severance Payment”) equal to the sum of: twelve (i12) any monthly installments of his Base Salary which are accrued and unpaid as of the date the termination months of the Executive’s employment becomes effective; 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; and (b) 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 of the Executive’s estate), an amount equal to: (i) two and one half (2.5) multiplied by (ii) the sum of (A) the Executive’s annual Base Salary as in effect on the date his employment is terminated; Termination Date and an amount equivalent to executive’s annual benefits, which amount shall be payable in equal installments (Bless applicable withholdings and deductions) all bonuses paid by the Company to the Executive during the over a period of twelve (12) month period ending months following the Termination Date (the “Severance Payment Period”), and commencing on the date first payroll period (the “Initial Payment”) occurring on or after the 60th day following the Termination Date (the “Severance Delay Period”); provided, that the Initial Payment shall include payment for any payroll periods which occur during the Severance Delay Period, and the remaining payments shall continue for the remainder of the Severance Payment Period with the same frequency as the Executive’s employment is terminated. After Base Salary was paid prior to such termination; and Payments pursuant to this Section 4(d) shall be in lieu of any other severance benefits that the amounts required Executive may be eligible to be paid receive under the Company’s or any of the Company Group’s benefit plans or programs. (ii) As a condition to receiving the payments or benefits provided for in Section 4(d)(i)(B) the Executive agrees to sign and deliver to the Executive by the preceding sentence have been paid, Company a release in a form attached hereto as Exhibit B and delivered to the Company shall have no further obligation to pay within five (5) business days of the Executive any additional Base SalaryTermination Date, 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 which must become effective within sixty (60) days following the Executive any other benefitsTermination Date.

Effect of Termination Without Cause. (a) (a) In the event that the Executive’s employment is terminated by the Company, without Cause (pursuant to Section 3.03 hereof), at any time on or after the date hereof: (a) the Company shall, on the date that the termination of the Executive’s employment with the Company is effective, shall pay to the Executive, in one lump sum payment, less applicable withholding taxes, an amount equal to the sum of: ; (i) any monthly installments installment of his Base Salary which are is accrued and unpaid as of the date the termination of the Executive’s employment becomes effective, less applicable payroll and withholding taxes, which payment shall be made in one lump sum on the first Pay Date following the effective date of 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 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 Company Executive’s employment becomes effective are paid. (b) In addition to the amounts described in which Section 6.02(a) above, in the event that the Executive’s employment is terminated; terminated by the Company, without Cause (pursuant to Section 3.03 hereof), provided that, within forty-five (45) days following the date the Company delivers to the Executive a waiver and release in the standard form used by the Company (bhereinafter the “Waiver and Release”), 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 (less applicable payroll and withholding taxes) equal to: (i) one and seventy five hundredths (1.75) multiplied by (ii) the Company shallExecutive’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 6.02(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 earlier Pay Date as determined pursuant to the following provisions of this Section 6.02(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 six eight (68) 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 6.02(b) shall begin (in the case of the installments provided for) and be made (in the case of the lump sum payment provided for) on 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 6.02(b), the payments to be made to the Executive pursuant to this Section 6.02 in connection with a termination of his employment without Cause 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 6.02 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 6.02 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 in its sole discretion, shall be paid no later than the fifteenth (15th) day of the third (3rd) month period following the end of the tax year in which the date the termination of the Executive’s employment is effective and the date of the Executive’s death, pay to the Executive becomes effective. (or, in the case of the Executive’s death, to the personal representative of the Executive’s estate), an amount equal to: (id) two and one half (2.5) multiplied by (ii) the sum of (A) the Executive’s Base Salary as in effect on the date his employment is terminated; and (B) 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 amounts required to be paid to the Executive by the preceding sentence Section 6.02(a) and Section 6.02(b) have 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 6.06 hereof, no further obligation to pay to or to provide the Executive any other benefits.

Effect of Termination Without Cause. In the event that the Executive’s employment is terminated by the Company, without Cause (pursuant to Section 3.03 hereof), at any time on or after the date hereof: (ai) the Company shall, on the date that the termination of If the Executive’s employment with the Company is effective, terminated by the Company without Cause: (A) the Company shall pay to the ExecutiveExecutive the Accrued Amounts; (B) so long as the Executive complies with Sections 5(c), in one lump sum payment5(d) and 5(e) of this Agreement, less applicable withholding taxes, the Company shall pay to the Executive an amount (the “Severance Payment”) equal to the sum of: twelve (i12) any monthly installments of his Base Salary which are accrued and unpaid as of the date the termination months of the Executive’s employment becomes effective; 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; and (b) 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 of the Executive’s estate), an amount equal to: (i) two and one half (2.5) multiplied by (ii) the sum of (A) the Executive’s annual Base Salary as in effect on the date his employment is terminatedTermination Date and an amount equivalent to executive’s annual benefits, which amount shall be payable in equal installments (less applicable withholdings and deductions) over a period of 12 months following the Termination Date (the “Severance Payment Period”), and commencing on the first payroll period (the “Initial Payment”) occurring on or after the 60th day following the Termination Date (the “Severance Delay Period”); and (B) all bonuses paid by provided, that the Company to the Executive Initial Payment shall include payment for any payroll periods which occur during the twelve (12) month period ending on Severance Delay Period, and the date remaining payments shall continue for the remainder of the Severance Payment Period with the same frequency as the Executive’s employment is terminated. After Base Salary was paid prior to such termination; and Payments pursuant to this Section 4(d) shall be in lieu of any other severance benefits that the amounts required Executive may be eligible to be paid receive under the Company’s or any of the Company Group’s benefit plans or programs. (ii) As a condition to receiving the payments or benefits provided for in Section 4(d)(i)(B) the Executive agrees to sign and deliver to the Executive by the preceding sentence have been paid, Company a release in a form attached hereto as Exhibit B and delivered to the Company shall have no further obligation to pay within five (5) business days of the Executive any additional Base SalaryTermination Date, 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 which must become effective within sixty (60) days following the Executive any other benefitsTermination Date.

Effect of Termination Without Cause. In the event that the Executive’s employment is terminated by the Company, without Cause (pursuant to Section 3.03 hereof), at any time on or after the date hereof: (a) 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, less applicable withholding taxes, an amount equal to the sum of: (i) any monthly installments of his Base Salary which are accrued and unpaid as of the date the termination of the Executive’s employment becomes effective; 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; and (b) 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 of the Executiverepresentative’s estatedeath), an amount equal to: (i) two and one half (2.5) multiplied by (ii) the sum of (A) the Executive’s Base Salary as in effect on the date his employment is terminated; and (B) 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 amounts required to be paid to the Executive by the preceding sentence have 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 Without Cause. In the event that the Executive’s 's employment with the Corporations is terminated by either of the CompanyCorporations, without Cause (cause, pursuant to Section 3.03 hereof, the Corporations shall, (except as otherwise provided by Section 8.05 hereof), at any time on or after pay the date hereof: (a) 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, less applicable withholding taxes, Executive an amount equal to the sum of: (ia) any monthly installments of one and one-half (1.5) times his Base Salary which are accrued and unpaid at the rate then in effect (such amount being hereinafter referred to as the "Base Salary Severance Payment"); (b) a pro-rata portion (determined on the basis of the date number of months the termination Executive was employed by the Corporations during the fiscal year of Xxxx XX in which the Executive's employment is terminated) of the amount, if any, of all bonuses which would have been payable to the Executive had he continued in the employ of the Corporations until the end of the fiscal year of Xxxx XX in which the Executive’s 's employment becomes effectiveis terminated without cause (such amount being hereinafter referred to as the "Bonus Severance Payment"); and (iic) any bonuses accrued for but not yet amounts with respect to which the Executive is deemed to be vested under the terms of the Deferred Comp. Plan (such amount being hereinafter referred to as the "Deferred Comp. Severance Payment"). For purposes of this Section 8.03, (w) the Base Salary Severance Payment shall be paid to the Executive in eighteen (18) substantially equal consecutive monthly installments beginning on the first day of the first calendar month following the date the Executive's employment with the Corporations is terminated; (x) the Bonus Severance Payment, if any, shall be paid to the Executive in one lump sum payment at the time bonuses are paid to salaried employees of Dayco for the fiscal year of the Company ending immediately prior to the fiscal year of the Company Xxxx XX in which the Executive’s 's employment is terminated; and (by) 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 of the Executive’s estate), an amount equal to: (i) two and one half (2.5) multiplied by (ii) the sum of (A) the Executive’s Base Salary as in effect on the date his employment is terminated; and (B) all bonuses paid by the Company to the Executive during the twelve (12) month period ending on the date the Executive’s employment is terminatedDeferred Comp. After the amounts required to Severance Payment shall be paid to the Executive at the time and in the manner provided for in the Deferred Comp. Plan. In addition, if the Executive's employment with any of the Corporations is terminated by any of the preceding sentence have been paidCorporations, without cause, pursuant to Section 3.03 hereof, except as otherwise provided above and in Sections 2.09 and 8.07 hereof, the Company Corporations shall have no further obligation following the Executive's termination to pay the Executive any additional Base Salary, compensation or bonuses andbonuses, except as otherwise provided in Section 6.06no further obligation to provide any medical, Section 6.07 life, disability or other insurance benefits to the Executive hereunder and Section 6.08 hereof, no further obligation to pay to or to provide the Executive any other benefitsbenefits otherwise provided to the Executive hereunder.

Effect of Termination Without Cause. (a) In the event that the Executive's employment is terminated by the Company, without Cause (pursuant to Section 3.03 hereof), the Company shall pay to the Executive; (i) any installment of his Base Salary which is accrued and unpaid as of the date the termination of the Executive’s employment becomes effective, less applicable payroll and withholding taxes, which payment shall be made in one lump sum on the first Pay Date following the effective date of such termination; and (ii) if the Executive is entitled to payment of an annual bonus under the terms of the MICP for the calendar year ending immediately prior to the calendar year 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 becomes effective are paid. (a) In addition to the amounts described in Section 6.02(a) above, in the event that the Executive’s employment is terminated by the Company, without Cause (pursuant to Section 3.03 hereof), at any time on or after provided that, within forty-five (45) days following the date hereofthe Company delivers to the Executive a waiver and release in the standard form used by the Company (hereinafter the “Waiver and Release”), 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 (less applicable payroll and withholding taxes) equal to: (ai) one and seventy five hundredths (1.75) multiplied by (ii) the Company shallExecutive’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 date that Pay Date as determined pursuant to the termination following provisions of this Section 6.02(b) and the remaining portion of which (equal to seventy five hundredths (.75) of the Executive’s employment with the Company is effective, pay Base Salary) shall be paid to the Executive, Executive in one lump sum payment, less applicable payroll and withholding taxes, an amount equal on the Pay Date as determined pursuant to the following provisions of this Section 6.02(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 of: 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 (i8) 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 6.02(b) any monthly shall begin (in the case of the installments provided for) and be made (in the case of the lump sum payment provided for) on 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 6.02(b), the payments to be made to the Executive pursuant to this Section 6.02 in connection with a termination of his Base Salary employment without Cause 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 6.02 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 6.02 and the portion of any other payments to be made to the Executive in connection with his involuntary separation from service which are accrued and unpaid do not qualify for or otherwise exceed any such limit, as determined by the Company in its sole discretion, 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 becomes effective; and . (iic) 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 (b) 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 of the Executive’s estate), an amount equal to: (i) two and one half (2.5) multiplied by (ii) the sum of (A) the Executive’s Base Salary as in effect on the date his employment is terminated; and (B) 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 amounts required to be paid to the Executive by the preceding sentence Section 6.02(a) and Section 6.02(b) have 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 6.06 hereof, no further obligation to pay to or to provide the Executive any other benefits.