Common use of Employment and Severance Clause in Contracts

Employment and Severance. (a) Subject to Section 3(c) below, if the Employee is terminated by the Company for reasons other than "for Cause" or due to the Employee's "Disability" (as those terms, respectively, are defined in Sections 3(d)(ii) and (i) hereof), such Employee shall receive a continuation of his Base Salary (as defined in Section 3(d)(iii) hereof) and certain other benefits as hereinafter provided ("Other Benefits", and collectively with such Base Salary, "Severance Benefits") for a period of twelve (12) months from and after the Date of Termination (as defined in Section 3(d)(iv)) ("Extension Period"); provided, however, that from and after the Date of Termination the Employee shall not receive or be entitled to any continuation of any bonus, incentive or profit sharing participation or eligibility for any part or all of the Company's fiscal year in which the Date of Termination occurs or for any part of the Extension Period. Except as provided below, such Base Salary during the Extension Period shall be paid in accordance with the Company's normal payroll schedule. If, however, during the Extension Period the Employee commences regular full-time employment elsewhere, the ongoing Severance Benefits shall cease as of the date of commencement of such employment; provided, however, that as of such date a calculation shall be made to determine the aggregate amount of Base Salary (excluding Other Benefits) that remains unpaid and which the Employee would have otherwise been entitled to receive during the remaining portion of the Extension Period, and the Company shall promptly pay the Employee a lump sum (minus withholdings and other required deductions) of an amount equal to one-half (1/2) of such unpaid amount. (b) The Other Benefits referred to in Section 2(a) above include all medical, health and welfare and insurance benefits that were in effect and in which the Employee participated as of the Date of Termination and these will continue during the Extension Period until the earlier to occur of twelve (12) months from the Date of Termination or the date the Employee becomes eligible for benefits from a subsequent employer. The provisions and conditions covering these Other Benefits, including but not limited to the amount of any contributions to be made by the Employee on a monthly or other periodic basis, will be governed by the various plans as they are in effect from time to time. Notwithstanding the foregoing, earned Flexible Time Off ("FTO") shall stop accruing and/or being earned as of the Date of Termination and all contributions to the Company's 401K and "cafeteria" benefit plan shall stop as of the Date of Termination. The Employee shall however be entitled to receive the amount of any accrued but unused FTO or vacation time to which the Employee is entitled through the Date of Termination and any amounts to be paid to the Employee pursuant to any deferred compensation plan. (c) The Employee's automobile allowance and automobile program benefits, including Company gasoline credit card and reimbursement for maintenance, insurance and other auto-related expenses, will cease as of the Date of Termination and shall not be extended to the Employee during the Extension Period. (d) For purposes of this Agreement, "regular full-time employment elsewhere" shall not include or be deemed to include any situation where the Employee becomes self-employed, or any self-employment circumstances where the Employee owns or controls at least 51 percent of the stock or other controlling equity of an entity that serves as the Employee's employer and was created after the Date of Termination solely for the purpose of the Employee's ongoing employment. (e) In the event of (i) a termination for Cause, whether before or after a Change in Control, or (ii) the voluntary termination by the Employee of his employment at any time other than as provided for in Sections 3 and 4, the Company shall pay the Employee no later than five (5) days after the Date of Termination his Base Salary through the Date of Termination, the amount of any accrued but unused FTO or vacation time to which the Employee is entitled through the Date of Termination, and any amounts to be paid to the Employee pursuant to any deferred compensation plan. Except as provided in the preceding sentence, and except for other payments routinely owed to the Employee by the Company for such items as travel and expense reimbursement, the Company shall have no further obligations to the Employee under this Agreement or otherwise.

Employment and Severance. (a) Subject to Section 3(c) below, if the Employee is terminated by the Company for reasons other than "for Cause" or due to the Employee's "Disability" (as those terms, respectively, are defined in Sections 3(d)(ii) and (i) hereof), such Employee shall receive a continuation of his her Base Salary (as defined in Section 3(d)(iii) hereof) and certain other benefits as hereinafter provided ("Other Benefits", and collectively with such Base Salary, "Severance Benefits") for a period of twelve nine (129) months from and after the Date of Termination (as defined in Section 3(d)(iv)) ("Extension Period"); provided, however, that from and after the Date of Termination the Employee shall not receive or be entitled to any continuation of any bonus, incentive or profit sharing participation or eligibility for any part or all of the Company's fiscal year in which the Date of Termination occurs or for any part of the Extension Period. Except as provided below, such Base Salary during the Extension Period shall be paid in accordance with the Company's normal payroll schedule. If, however, during the Extension Period the Employee commences regular full-time employment elsewhere, the ongoing Severance Benefits shall cease as of the date of commencement of such employment; provided, however, that as of such date a calculation shall be made to determine the aggregate amount of Base Salary (excluding Other Benefits) that remains unpaid and which the Employee would have otherwise been entitled to receive during the remaining portion of the Extension Period, and the Company shall promptly pay the Employee a lump sum (minus withholdings and other required deductions) of an amount equal to one-half (1/2) of such unpaid amount. (b) The Other Benefits referred to in Section 2(a) above include all medical, health and welfare and insurance benefits that were in effect and in which the Employee participated as of the Date of Termination and these will continue during the Extension Period until the earlier to occur of twelve nine (129) months from the Date of Termination or the date the Employee becomes eligible for benefits from a subsequent employer. The provisions and conditions covering these Other Benefits, including but not limited to the amount of any contributions to be made by the Employee on a monthly or other periodic basis, will be governed by the various plans as they are in effect from time to time. Notwithstanding the foregoing, earned Flexible Time Off ("FTO") shall stop accruing and/or being earned as of the Date of Termination and all contributions to the Company's 401K and "cafeteria" benefit plan shall stop as of the Date of Termination. The Employee shall however be entitled to receive the amount of any accrued but unused FTO or vacation time to which the Employee is entitled through the Date of Termination and any amounts to be paid to the Employee pursuant to any deferred compensation plan. (c) The Employee's automobile allowance and automobile program benefits, including Company gasoline credit card and reimbursement for maintenance, insurance and other auto-related expenses, will cease as of the Date of Termination and shall not be extended to the Employee during the Extension Period. (d) For purposes of this Agreement, "regular full-time employment elsewhere" shall not include or be deemed to include any situation where the Employee becomes self-employed, or any self-employment circumstances where the Employee owns or controls at least 51 percent of the stock or other controlling equity of an entity that serves as the Employee's employer and was created after the Date of Termination solely for the purpose of the Employee's ongoing employment. (e) In the event of (i) a termination for Cause, whether before or after a Change in Control, or (ii) the voluntary termination by the Employee of his employment at any time other than as provided for in Sections 3 and 4, the Company shall pay the Employee no later than five (5) days after the Date of Termination his Base Salary through the Date of Termination, the amount of any accrued but unused FTO or vacation time to which the Employee is entitled through the Date of Termination, and any amounts to be paid to the Employee pursuant to any deferred compensation plan. Except as provided in the preceding sentence, and except for other payments routinely owed to the Employee by the Company for such items as travel and expense reimbursement, the Company shall have no further obligations to the Employee under this Agreement or otherwise.other