Common use of Effect on Compensation Clause in Contracts

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 prior to a Change in Control or after the date that is eighteen months after a Change in Control (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) 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), (iii) Company shall pay Executive the Monthly Severance Amount (as such term is defined in paragraph 4.4) each month during the Severance Period, (iv) Company may, in the sole discretion of the Board of Directors or the Human Resources Committee of the Board of Directors 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, and (v) Company shall provide Executive with Outplacement Services (as such term is defined in paragraph 4.4), 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 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, or (C) if such termination shall constitute an Involuntary Termination or a termination by Executive of Executive’s employment with Company for any reason encompassed by paragraph 2.4 and such termination occurs within eighteen months after a Change in Control, then, subject to the provisions of paragraphs 4.2, 4.3 and Article V, (1) Company shall provide Executive with Flight Privileges for the remainder of Executive’s lifetime, (2) 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), (3) Company shall pay Executive on the effective date of such termination a lump-sum cash payment in an amount equal to the sum of (A) a pro rata bonus payment (notwithstanding any contrary provision in Company’s cash bonus program) equal to the amount of Executive’s annual base salary pursuant to paragraph 3.1 at the rate in effect immediately prior to Executive’s termination of employment, multiplied by the target rate under Company’s cash bonus program at the rate in effect for the year of termination, and further multiplied by a fraction, the numerator of which is the number of days which have elapsed in the calendar year during which the date of termination falls, and the denominator of which is three hundred sixty-five (365), plus (B) two times the Executive’s base salary pursuant to paragraph 3.1 at the rate in effect immediately prior to Executive’s termination of employment, plus (C) two times the amount of Executive’s annual base salary pursuant to paragraph 3.1 at the rate in effect immediately prior to Executive’s termination of employment, multiplied by the target rate under Company’s cash bonus program in effect for the year of termination, and (4) Company shall provide Executive with Outplacement Services (as such term is defined in paragraph 4.4). Notwithstanding anything contained herein, if Executive’s employment with Company is terminated by reason of an Involuntary Termination and a Change in Control occurs within six months following such Involuntary Termination, Executive shall, in lieu of the payments and benefits described in paragraph 4.1(A) above, be entitled to the payments and additional benefits described in this paragraph 4.1(C) with such additional payments and increased benefits to be delivered as if such Involuntary Termination had occurred on the same date as, and immediately following, the Change in Control. 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. Upon termination of the employment relationship by either Executive Employee or Company, regardless of the reason therefor, all compensation and all benefits to Executive Employee hereunder shall terminate contemporaneously with termination of his employment, except that (A) 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 term is defined in paragraph 4.4), then, subject to the provisions of paragraphs 4.2 and 4.3 and Article V4.3, (i) Company shall provide Executive Employee with Flight Privileges (as such term is defined in paragraph 4.4) for the remainder of ExecutiveEmployee’s lifetime, (ii) Company shall provide Executive 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), (iii) Company shall pay Executive Employee the Monthly Severance Amount (as such term is defined in paragraph 4.4) each month during the Severance Period, (iv) Company may, in the sole discretion of the Board of Directors or the Human Resources Committee of the Board of Directors pay Executive Employee 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, and (v) Company shall provide Executive Employee with Outplacement Services (as such term is defined in paragraph 4.4), or (B) if such termination is a result of ExecutiveEmployee’s retirement under Company’s retirement policy or program generally applicable to similarly situated employees of Company, then Company shall, subject to the provisions of paragraph 4.3 and Article V4.3, provide Executive Employee with Flight Privileges for the remainder of ExecutiveEmployee’s lifetime, or (C) if such termination shall constitute an Involuntary Termination or a termination by Executive Employee of ExecutiveEmployee’s employment with Company for any reason encompassed by paragraph 2.4 and such termination occurs within eighteen months after a Change in Control, then, subject to the provisions of paragraphs 4.2, 4.3 4.2 and Article V4.3, (1) Company shall provide Executive Employee with Flight Privileges for the remainder of ExecutiveEmployee’s lifetime, (2) Company shall provide Executive 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), (3) Company shall pay Executive Employee on the effective date of such termination a lump-sum cash payment in an amount equal to the sum of (A) a pro rata bonus payment (notwithstanding any contrary provision in Company’s cash bonus program) equal to the amount of ExecutiveEmployee’s annual base salary pursuant to paragraph 3.1 at the rate in effect immediately prior to ExecutiveEmployee’s termination of employment, multiplied by the target rate under Company’s cash bonus program at the rate in effect for the year of termination, and further multiplied by a fraction, the numerator of which is the number of days which have elapsed in the calendar year during which the date of termination falls, and the denominator of which is three hundred sixty-five (365), plus (B) two times the ExecutiveEmployee’s base salary pursuant to paragraph 3.1 at the rate in effect immediately prior to ExecutiveEmployee’s termination of employment, plus (C) two times the amount of ExecutiveEmployee’s annual base salary pursuant to paragraph 3.1 at the rate in effect immediately prior to ExecutiveEmployee’s termination of employment, multiplied by the target rate under Company’s cash bonus program in effect for the year of termination, and (4) Company shall provide Executive Employee with Outplacement Services (as such term is defined in paragraph 4.4). Notwithstanding anything contained herein, if ExecutiveEmployee’s employment with Company is terminated by reason of an Involuntary Termination and a Change in Control occurs within six months following such Involuntary Termination, Executive Employee shall, in lieu of the payments and benefits described in paragraph 4.1(A) above, be entitled to the payments and additional benefits described in this paragraph 4.1(C) with such additional payments and increased benefits to be delivered as if such Involuntary Termination had occurred on the same date as, and immediately following, the Change in Control. No remuneration or wages earned by Executive 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 Executive Employee to Company or any of its affiliates against any obligation to pay the Monthly Severance Amount.

Effect on Compensation. Upon termination of the employment relationship by either Executive Employee or Company, regardless of the reason therefortherefore, all compensation and all benefits to Executive Employee hereunder shall terminate contemporaneously with termination of his her employment, except that (A) 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 term is defined in paragraph 4.4), then, subject to the provisions of paragraphs 4.2 and 4.3 and Article V4.3, (i) Company shall provide Executive Employee with Flight Privileges (as such term is defined in paragraph 4.4) for the remainder of ExecutiveEmployee’s lifetime, (ii) Company shall provide Executive Employee and his her 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), (iii) Company shall pay Executive Employee the Monthly Severance Amount (as such term is defined in paragraph 4.4) each month during the Severance Period, (iv) Company may, in the sole discretion of the Board of Directors or the Human Resources Committee of the Board of Directors pay Executive Employee 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, and (v) Company shall provide Executive Employee with Outplacement Services (as such term is defined in paragraph 4.4), or (B) if such termination is a result of ExecutiveEmployee’s retirement under Company’s retirement policy or program generally applicable to similarly situated employees of Company, then Company shall, subject to the provisions of paragraph 4.3 and Article V4.3, provide Executive Employee with Flight Privileges for the remainder of ExecutiveEmployee’s lifetime, or (C) if such termination shall constitute an Involuntary Termination or a termination by Executive Employee of ExecutiveEmployee’s employment with Company for any reason encompassed by paragraph 2.4 and such termination occurs within eighteen months after a Change in Control, then, subject to the provisions of paragraphs 4.2, 4.3 4.2 and Article V4.3, (1) Company shall provide Executive Employee with Flight Privileges for the remainder of ExecutiveEmployee’s lifetime, (2) Company shall provide Executive Employee and his her 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), (3) Company shall pay Executive Employee on the effective date of such termination a lump-sum cash payment in an amount equal to the sum of (A) a pro rata bonus payment (notwithstanding any contrary provision in Company’s cash bonus program) equal to the amount of ExecutiveEmployee’s annual base salary pursuant to paragraph 3.1 at the rate in effect immediately prior to ExecutiveEmployee’s termination of employment, multiplied by the target rate under Company’s cash bonus program at the rate in effect for the year of termination, and further multiplied by a fraction, the numerator of which is the number of days which have elapsed in the calendar year during which the date of termination falls, and the denominator of which is three hundred sixty-five (365), plus (B) two times the ExecutiveEmployee’s base salary pursuant to paragraph 3.1 at the rate in effect immediately prior to ExecutiveEmployee’s termination of employment, plus (C) two times the amount of ExecutiveEmployee’s annual base salary pursuant to paragraph 3.1 at the rate in effect immediately prior to ExecutiveEmployee’s termination of employment, multiplied by the target rate under Company’s cash bonus program in effect for the year of termination, and (4) Company shall provide Executive Employee with Outplacement Services (as such term is defined in paragraph 4.4). Notwithstanding anything contained herein, if ExecutiveEmployee’s employment with Company is terminated by reason of an Involuntary Termination and a Change in Control occurs within six months following such Involuntary Termination, Executive Employee shall, in lieu of the payments and benefits described in paragraph 4.1(A) above, be entitled to the payments and additional benefits described in this paragraph 4.1(C) with such additional payments and increased benefits to be delivered as if such Involuntary Termination had occurred on the same date as, and immediately following, the Change in Control. No remuneration or wages earned by Executive 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 Executive Employee to Company or any of its affiliates against any obligation to pay the Monthly Severance Amount.

Effect on Compensation. Upon termination of the employment relationship by either Executive Employee or Company, regardless of the reason therefortherefore, all compensation and all benefits to Executive Employee hereunder shall terminate contemporaneously with termination of his employment, except that (A) 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 term is defined in paragraph 4.4), then, subject to the provisions of paragraphs 4.2 and 4.3 and Article V4.3, (i) Company shall provide Executive Employee with Flight Privileges (as such term is defined in paragraph 4.4) for the remainder of ExecutiveEmployee’s lifetime, (ii) Company shall provide Executive 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), (iii) Company shall pay Executive Employee the Monthly Severance Amount (as such term is defined in paragraph 4.4) each month during the Severance Period, (iv) Company may, in the sole discretion of the Board of Directors or the Human Resources Committee of the Board of Directors pay Executive Employee 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, and (v) Company shall provide Executive Employee with Outplacement Services (as such term is defined in paragraph 4.4), or (B) if such termination is a result of ExecutiveEmployee’s retirement under Company’s retirement policy or program generally applicable to similarly situated employees of Company, then Company shall, subject to the provisions of paragraph 4.3 and Article V4.3, provide Executive Employee with Flight Privileges for the remainder of ExecutiveEmployee’s lifetime, or (C) if such termination shall constitute an Involuntary Termination or a termination by Executive Employee of ExecutiveEmployee’s employment with Company for any reason encompassed by paragraph 2.4 and such termination occurs within eighteen months after a Change in Control, then, subject to the provisions of paragraphs 4.2, 4.3 4.2 and Article V4.3, (1) Company shall provide Executive Employee with Flight Privileges for the remainder of ExecutiveEmployee’s lifetime, (2) Company shall provide Executive 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), (3) Company shall pay Executive Employee on the effective date of such termination a lump-sum cash payment in an amount equal to the sum of (A) a pro rata bonus payment (notwithstanding any contrary provision in Company’s cash bonus program) equal to the amount of ExecutiveEmployee’s annual base salary pursuant to paragraph 3.1 at the rate in effect immediately prior to ExecutiveEmployee’s termination of employment, multiplied by the target rate under Company’s cash bonus program at the rate in effect for the year of termination, and further multiplied by a fraction, the numerator of which is the number of days which have elapsed in the calendar year during which the date of termination falls, and the denominator of which is three hundred sixty-five (365), plus (B) two times the ExecutiveEmployee’s base salary pursuant to paragraph 3.1 at the rate in effect immediately prior to ExecutiveEmployee’s termination of employment, plus (C) two times the amount of ExecutiveEmployee’s annual base salary pursuant to paragraph 3.1 at the rate in effect immediately prior to ExecutiveEmployee’s termination of employment, multiplied by the target rate under Company’s cash bonus program in effect for the year of termination, and (4) Company shall provide Executive Employee with Outplacement Services (as such term is defined in paragraph 4.4). Notwithstanding anything contained herein, if ExecutiveEmployee’s employment with Company is terminated by reason of an Involuntary Termination and a Change in Control occurs within six months following such Involuntary Termination, Executive Employee shall, in lieu of the payments and benefits described in paragraph 4.1(A) above, be entitled to the payments and additional benefits described in this paragraph 4.1(C) with such additional payments and increased benefits to be delivered as if such Involuntary Termination had occurred on the same date as, and immediately following, the Change in Control. No remuneration or wages earned by Executive 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 Executive Employee to Company or any of its affiliates against any obligation to pay the Monthly Severance Amount.