Effect on Compensation. The grant of Restricted Stock Units under this Agreement shall not be deemed to be a part of the Employee’s salary or compensation for purposes of determining the Employee’s payments or benefits under any benefit plan, severance program or severance pay law of the Corporation, any Subsidiary or any country. Neither the Plan nor the grant of Restricted Stock Units under the Agreement shall afford the Employee any additional right to severance payments or other termination awards or compensation under any foreign law as a result of the termination of the Employee’s employment for any reason whatsoever.
Effect on Compensation. Upon termination of the employment relationship by either Executive or Company, regardless of the reason therefor, all compensation and all benefits to Executive hereunder shall terminate contemporaneously with termination of Executive’s employment, except that:
(i) if such termination shall constitute an Involuntary Termination prior to a Change in Control or after the date that is eighteen months after a Change in Control (as such terms are defined in paragraph 5.4), then, subject to the provisions of paragraphs 5.2, 5.3 and 5.6, (1) Company shall provide Executive with Continuation Coverage (as such term is defined in paragraph 5.4) for the Severance Period (as such term is defined in paragraph 5.4), (2) Company shall pay Executive the Monthly Severance Amount (as such term is defined in paragraph 5.4) each month during the Severance Period, (3) Company may, in the sole discretion of the Board of Directors or the Human Resources Committee of the Board of Directors of Holdings, pay Executive a pro rata target bonus as soon as administratively practicable after the decision to pay the pro rata target bonus is made but in no event later than two and one half months after the end of the calendar year in which the decision is made (provided, however, that this clause (3) shall not apply if (A) such Involuntary Termination occurs during a calendar year beginning after December 31, 2009, and (B) Company’s annual performance bonus program with respect to such calendar year is intended to constitute a “performance-based compensation” program for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder), and (4) Company shall provide Executive with Outplacement Services (as such term is defined in paragraph 5.4); and
(ii) if such termination shall constitute an Involuntary Termination or a termination by Executive of Executive’s employment with Company for any reason encompassed by paragraphs 4.2(i), (ii), (iii), (iv), (v), or (vi) and such termination occurs within eighteen months after a Change in Control, then, subject to the provisions of paragraphs 5.2, 5.3 and 5.6, (1) Company shall provide Executive with Continuation Coverage (as such term is defined in paragraph 5.4) for the Severance Period (as such term is defined in paragraph 5.4), (2) if such Change in Control constitutes a change in control event (as defined in Treasury regulation section 1.409A-3(i)(5)), then Company shall pay Executive...
Effect on Compensation. Upon termination of the employment relationship by either Executive or Company, regardless of the reason therefor, all compensation and all benefits to Executive hereunder shall terminate contemporaneously with termination of his employment, except that (A) if such termination shall constitute an Involuntary Termination (as such term is defined in paragraph 4.4), then, subject to the provisions of paragraphs 4.2 and 4.3 and Article V, (i) Continental and Company shall provide Executive with Flight Privileges (as such term is defined in paragraph 4.4) for the remainder of Executive's lifetime, (ii) Company shall provide Executive and his eligible dependents with Continuation Coverage (as such term is defined in paragraph 4.4) for the Severance Period (as such term is defined in paragraph 4.4), and (iii) Company shall pay Executive the Monthly Severance Amount (as such term is defined in paragraph 4.4) each month during the Severance Period, or (B) if such termination is a result of Executive's retirement under Company's retirement policy or program generally applicable to similarly situated employees of Company, then Continental and Company shall, subject to the provisions of paragraph 4.3 and Article V, provide Executive with Flight Privileges for the remainder of Executive's lifetime. No remuneration or wages earned by Executive during or with respect to the Severance Period (whether earned as an employee, independent contractor, sole proprietor, joint venturer, or otherwise) shall reduce Company's obligation to pay the Monthly Severance Amount each month during the Severance Period. Company may set off any amounts owed by Executive to Company or any of its affiliates against any obligation to pay the Monthly Severance Amount.
Effect on Compensation. In the event that this agreement is terminated prior to the completion of the term of employment specified herein, Employee shall be entitled to the compensation earned by and vested in him prior to the date of termination as provided for in this agreement, computed pro rata up to and including that date. Employee shall be entitled to no further compensation as of the date of termination.
Effect on Compensation. The grant of a Cash Award under this Agreement shall not be deemed to be a part of the Employee’s salary or compensation for purposes of determining the Employee’s payments or benefits under any benefit plan, severance program or severance pay law of the Corporation, any Subsidiary or any country. Neither the Plan nor the Cash Award shall afford the Employee any additional right to severance payments or other termination awards or compensation under any foreign law as a result of the termination of the Employee’s employment for any reason whatsoever.
Effect on Compensation. In the event that this Agreement is terminated prior to the completion of the term of employment specified herein, Lai shall be entitled to the compensation earned by and vested in him prior to the date of termination as provided for in this Agreement, computed pro rate up to and including that date.
Effect on Compensation. 8.2.1 Except as specifically set forth in this Section, in the event of any termination under Section 8.1, Executive (or, in the event of Executive's death, his estate) shall be entitled to receive compensation accrued and payable to him as of the date of termination or death, and all other amounts payable and other benefits hereunder shall thereupon cease.
8.2.2 If Executive's employment is terminated pursuant to Sections 8.1.4 or 8.1.5, then Executive shall be entitled to continue to receive payment of his base salary under Section 3.1 for a period of eighteen (18) months after the date of termination. In addition, Executive shall be entitled to receive a bonus under Section 3.2 relating to the year of termination (to the extent the Company's performance for that year requires payment of such a bonus), with the amount of such bonus to be prorated based on the date of Executive's termination. The Company, at its option, may elect to satisfy this obligation by the lump sum payment to Executive of an amount equal to the net present value of such salary and bonus payments, using as the discount rate the then-current bank prime rate (as published in the Western edition of the Wall Street Journal). The Company shall also provide or pay for the continuation or replacement of any group health, life or disability insurance coverage contemplated by Section 3.4 for a period of eighteen (18) months after the date of termination.
8.2.3 Amounts payable to Executive under Section 8.2.2, if any, shall be subject to applicable tax withholding and other deductions. The Company's obligations under Section 8.2.2, if any, shall immediately terminate in the event of a violation by Executive of his obligations under Section 6 hereof.
8.2.4 The parties agree that the compensation contemplated by this Section 8.2 shall be in full consideration of any and all claims whatsoever that Executive might have against the Company with respect to the employment of Executive or the termination thereof, whether under this Agreement, or otherwise under law. If requested by the Company, Executive will execute and deliver a full and binding legal release of the Company in exchange for the payment of such compensation.
Effect on Compensation. Compensation will cease to be earned or accrued after the date this Agreement is terminated.
Effect on Compensation. Upon termination of the employment relationship by either Employee or Company, regardless of the reason therefor, all compensation and all benefits to Employee hereunder shall terminate contemporaneously with termination of his employment, except that (A) if such termination shall constitute an Involuntary Termination (as such term is defined in paragraph 4.4), then, subject to the provisions of paragraphs 4.2 and 4.3, (i) Continental and Company shall provide Employee with Flight Privileges (as such term is defined in paragraph 4.4) for the remainder of Employee’s lifetime, (ii) Company shall provide Employee and his eligible dependents with Continuation Coverage (as such term is defined in paragraph 4.4) for the Severance Period (as such term is defined in paragraph 4.4), and (iii) Company shall pay Employee the Monthly Severance Amount (as such term is defined in paragraph 4.4) each month during the Severance Period, or (B) if such termination is a result of Employee’s retirement under Company’s retirement policy or program generally applicable to similarly situated employees of Company, then Continental and Company shall, subject to the provisions of paragraph 4.3, provide Employee with Flight Privileges for the remainder of Employee’s lifetime. No remuneration or wages earned by Employee during or with respect to the Severance Period (whether earned as an employee, independent contractor, sole proprietor, joint venturer, or otherwise) shall reduce Company’s obligation to pay the Monthly Severance Amount each month during the Severance Period. Company may set off any amounts owed by Employee to Company or any of its affiliates against any obligation to pay the Monthly Severance Amount.
Effect on Compensation. In the event this Agreement is terminated prior to the completion of the term and employment specified herein, Employee shall be entitled to compensation earned by and invested in him prior to the date of termination as provided in this Agreement, computed prorata up to and including that date. Employee shall be entitled to:
(i) No further compensation, if terminated for cause;
(ii) Severance pay as follows, if terminated for reasons other than cause:
(A) Death benefit set forth in Section 10; or
(B) Severance payments of up to eighteen (18) months or to the end of the contract, whichever is less, at Employee's base salary, without benefits, payable monthly or semi-monthly at the Company's option, if Employee is terminated for permanent disability, as set forth in Section 9(a)(2)(ii); or
(C) Severance payments of up to six (6) months or to end of the contract, whichever is less, at Employee's base salary, without benefits, payable monthly or semi-monthly at the Company's option, if Employee is terminated for failure to fulfill job functions, after notice, as set forth in Section 9(a)(2)(iii).
