Common use of EMPLOYEE'S RIGHTS DURING Clause in Contracts

EMPLOYEE'S RIGHTS DURING. THE PART-TIME EMPLOYMENT PERIOD. (i) The Company will pay the Employee a Base Salary, in the intervals consistent with its normal payroll schedules, during the Part-time Employment Period in the amounts determined from time to time as follows: Effective as of the Part-time Employment Effective Date, the Base Salary payable by the Company to the Employee for the Part-time Employment Period will be as follows: (1) if the Part-time Employment Effective Date occurs as a result of the receipt by the Nonterminating Party of a Notice of Termination for a Business Reason or a Notice of Termination for Good Reason, the amount equal to the Average Annual Cash Compensation of the Employee determined as of the Part-time Employment Effective Date; and (2) if the Part-time Employment Effective Date occurs as a result of the receipt by the Nonterminating Party of a Notice of Termination for Disability, the amount equal to the amount by which (a) the Average Annual Cash Compensation of the Employee determined as of the Part-time Employment Effective Date exceeds (b) the aggregate amount of periodic payments the Employee receives during the 12 months beginning on that date under Compensation Plans then in effect and providing for those payments to the Employee solely as a result or on account of disability; and (B) on each anniversary of the Effective Date which occurs during the Part-time Employment Period, if any, the Base Salary payable pursuant to this Section 5(e) will be increased by the amount equal to the product of (1) the annual rate of that Base Salary as in effect immediately prior to that anniversary multiplied by (2) the percentage increase (if any) in the CPI for the 12-month period immediately preceding that anniversary. (ii) The Employee will continue to participate in all Compensation Plans from time to time in effect during the Part-time Employment Period, provided, however, that: (A) the Employee will not be entitled to receive any new award or grant under any Incentive Plan, and any such new award or grant will be at the sole discretion of the Compensation Committee or the Board, as applicable, with respect to that Incentive Plan; and (B) if (1) the terms of any such plan preclude the Employee's continued participation therein or (2) his continued participation in any such plan would or reasonably could be expected to disqualify that plan under the Code, the Employee will not be entitled to participate in that plan, but the Company instead will provide the Employee with the after-tax equivalent of the benefits that would have been provided to the Employee were he a participant in that plan. For purposes of determining eligibility (including years of service) for retirement benefits payable under any Compensation Plan, the Employee will be deemed to have retired at the Termination Date. (iii) Subject to the provisions of Section 7, the Employee will not be (A) prevented from accepting other employment or engaging in (and devoting substantially all his time to) other business activities or (B) required to perform any regular duties for the Company (except to provide such services consistent with the Employee's educational background, experience and prior positions with the Company as may be acceptable to the Employee) or to seek or accept additional employment with any other Person. If the Employee, at his discretion, accepts any such additional employment or engages in any such other business activity, there will be no offset, reduction or effect on any rights, benefits or payments to which the Employee is entitled pursuant to this Agreement. Furthermore, the Employee will have no obligation to account for, remit, rebate or pay over to the Company any compensation or other amounts he earns or derives in connection with such additional employment or business activity. The Employee will, however, make himself generally available for special projects or to consult with the Company and its employees at such times and at such places as the Company may reasonably request on terms that are reasonably satisfactory to the Employee and consistent with the Employee's regular duties and responsibilities in the course of his then new occupation or other employment, if any.