Common use of Form and Amount Clause in Contracts

Form and Amount. In the event of the Involuntary Separation from Service of the Executive without Cause or the Voluntary Separation from Service for Good Reason, the Corporation shall pay the Compensation Payments to the Executive as soon as practicable or within the period required by law. In addition, conditioned upon receipt of the Executive’s written release of claims in such form as may be reasonably required by the Corporation (provided that such release shall not (x) provide for the release of any claims for, or right to, indemnification or advancement of expenses, (y) extend the length of any restrictive covenants beyond those to which Executive is otherwise subject or (z) release any rights to enforce the provisions of this Agreement or to vested compensation or benefits) and the expiration of any applicable period during which the Executive can rescind or revoke such release, the Corporation shall pay the Executive: (i) severance pay in equal installments no less frequently than monthly, during the Severance Period equal to the Executive’s monthly Base Salary; (ii) the Executive’s target annual incentive (at $1.00 per unit, to the extent then applicable to the plan and the then-current value of a unit) under the Corporation’s Management Incentive Compensation Program for the fiscal year in which the Executive experiences an Involuntary Separation from Service without Cause or a Voluntary Separation from Service for Good Reason, converted to a monthly amount by dividing that target annual incentive amount by 12, in equal installments, no less frequently than monthly, during the Severance Period; (iii) subsidized COBRA (or equivalent) payments during the Severance Period, if the Executive is eligible (or would be eligible other than due to the extension of time past 18 months) for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) under the group health plan coverage options (medical, dental, vision, etc.) under the X. X. Xxxxxx Corporation, Inc. Health and Welfare Benefit Plan (“Health and Welfare Plan”) and the Executive elects COBRA continuation coverage under the group health plan coverage options under the Health and Welfare Plan. The amount of such subsidy shall be equal to the Corporation’s portion of the premium cost of the Executive’s group health plan coverage elections under the Health and Welfare Plan that the Corporation paid while the Executive was an active associate immediately prior to the Executive’s Involuntary Separation from Service without Cause or Voluntary Separation from Service for Good Reason; (iv) during the Severance Period, the Corporation’s portion of the premium cost of any life insurance to which the Corporation was contributing immediately prior to the Executive’s Involuntary Separation from Service without Cause or Voluntary Separation from Service for Good Reason no less frequently than the applicable premium is due together with a tax equalization payment so that the Executive is made whole for any federal taxes on such payment; (v) a lump sum equal to $25,000 to pay for outplacement services and financial counseling services; (vi) a lump sum equal to the Severance Bonus; and (vii) if the Executive has accrued a bonus for all, or a portion of, the fiscal year preceding the date of such Involuntary Separation from Service without Cause or Voluntary Separation from Service for Good Reason that is not yet paid, the Executive shall be entitled to such payment in the same form and manner as otherwise set forth in the Management Incentive Compensation Program or other applicable plan or program for which he or she remains eligible as of the date of such Involuntary Separation from Service without Cause or Voluntary Separation from Service for Good Reason. Lump sum amounts under this Section 1.3(a) shall be paid to the Executive within 14 days of the Executive’s Involuntary Separation from Service without Cause or Voluntary Separation from Service for Good Reason, but in no event later than two and one-half months after the end of the Executive’s tax year in which the Involuntary Separation from Service without Cause or Voluntary Separation from Service for Good Reason occurs. If the applicable revocation or rescission period described in this Section 1.3(a) with respect to any waiver or release of claims begins in one taxable year and ends in a second taxable year, any payments and other rights described in this Section 1.3(a) shall not commence until the second taxable year, and in such second taxable year any payments that would have otherwise been due for any portion of the Severance Period in the first taxable year will be paid in full (the timing of such payments to be compliant with or exempt from Code Section 409A). In addition to the payments provided for herein, following an Involuntary Separation from Service without Cause or a Voluntary Separation from Service for Good Reason, the Corporation shall also provide to the Executive Accelerated Vesting as provided in Section 1.3(c) of this Agreement.

Form and Amount. In the event of the Involuntary Separation from Service of the Executive without Cause or the Voluntary Separation from Service for Good ReasonCause, the Corporation shall pay the Compensation Payments to the Executive as soon as practicable or within the period required by law. In addition, conditioned upon receipt of the Executive’s written release of claims in such form as may be reasonably required by the Corporation (provided that such release shall not (x) provide for the release of any claims for, or right to, indemnification or advancement of expenses, (y) extend the length of any restrictive covenants beyond those to which Executive is otherwise subject or (z) release any rights to enforce the provisions of this Agreement or to vested compensation or benefits) and the expiration of any applicable period during which the Executive can rescind or revoke such release, the Corporation shall pay the Executive: (i) severance pay in equal installments installments, no less frequently than monthly, during the applicable Severance Period equal to the Executive’s monthly Base Salary; (ii) the Executive’s target annual incentive (at $1.00 per unit, to the extent then applicable to the plan and the then-current value of a unit) under the Corporation’s Management Incentive Compensation Program for the fiscal year in which the Executive experiences an Involuntary Separation from Service without other than for Cause or a Voluntary Separation from Service for Good Reason, converted to a monthly amount by dividing that target annual incentive amount by 12, in equal installments, no less frequently than monthly, during the applicable Severance Period; (iii) subsidized COBRA (or equivalent) payments during the Severance Periodpayments, if the Executive is eligible (or would be eligible other than due to the extension of time past 18 months) for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) under the group health plan coverage options (medical, dental, vision, etc.) under the X. X. Xxxxxx Corporation, Inc. Health and Welfare Benefit Plan (“Health and Welfare Plan”) and the Executive elects COBRA continuation coverage under the group health plan coverage options under the Health and Welfare Plan. The amount of such subsidy shall be equal to the Corporation’s portion of the premium cost of the Executive’s group health plan coverage elections under the Health and Welfare Plan that the Corporation paid while the Executive was an active associate immediately prior to the Executive’s Involuntary Separation from Service without Cause or Voluntary Separation from Service for Good Reasonassociate; (iv) during the Severance Period, the Corporation’s portion of the premium cost of any life insurance to which the Corporation was contributing immediately prior to the Executive’s Involuntary Separation from Service without Cause or Voluntary Separation from Service for Good Reason no less frequently than the applicable premium is due together with a tax equalization payment so that the Executive is made whole for any federal taxes on such payment; (v) a lump sum equal to (a) Special Bonus Hours to the extent provided under Section 1.4(c) of this Agreement, if applicable, and (b) $25,000 to pay for outplacement services and financial counseling services;.; and (viv) a lump sum equal to the Severance Bonus; and (vii) if . If the Executive has accrued a bonus for all, or a portion of, the fiscal year preceding the date of such Involuntary Separation from Service without Cause or Voluntary Separation from Service for Good Reason that is readily ascertainable, but not yet paid, the Executive shall be entitled to such payment in the same form and manner as otherwise set forth in the Management Incentive Compensation Program or other applicable plan or program for which he or she remains eligible as of the date of such the Involuntary Separation from Service without Cause or Voluntary Separation from Service for Good ReasonService. Lump Notwithstanding the foregoing, such lump sum amounts under this Section 1.3(a1.4(a) shall be paid to the Executive within 14 days of the Executive’s Involuntary Separation from Service without Cause or Voluntary Separation from Service other than for Good ReasonCause, but in no event later than two and one-half months after the end of the Executive’s tax year in which the Involuntary Separation from Service without Cause or Voluntary Separation from Service for Good Reason occurs. If the applicable revocation or rescission period described in this Section 1.3(a) with respect to any waiver or release of claims begins in one taxable year and ends in a second taxable year, any payments and other rights described in this Section 1.3(a) shall not commence until the second taxable year, and in such second taxable year any payments that would have otherwise been due for any portion of the Severance Period in the first taxable year will be paid in full (the timing of such payments to be compliant with or exempt from Code Section 409A). In addition to the payments provided for herein, following an Involuntary Separation from Service without Cause or a Voluntary Separation from Service for Good Reason, the Corporation shall also provide to the Executive Accelerated Vesting as provided in Section 1.3(c) of this Agreement.this

Form and Amount. In the event of the Executive’s Involuntary Separation from Service of the Executive without Cause or the Voluntary Separation from Service for Good ReasonCause, the Corporation shall pay the Compensation Payments to the Executive as soon as practicable or practicable, but in any event within the any period required by law. In addition, conditioned upon receipt of the Executive’s written release of claims in such form as may be reasonably required by the Corporation (provided that such release shall not (x) provide for the release of any claims for, or right to, indemnification or advancement of expenses, (y) extend the length of any restrictive covenants beyond those to which Executive is otherwise subject or (z) release any rights to enforce the provisions of this Agreement or to vested compensation or benefits) and the expiration of any applicable period during which the Executive can rescind or revoke such release, the Corporation shall pay the Executive: (i) severance pay in equal installments no less frequently than monthly, during the Severance Period equal to the Executive’s monthly Base Salary; (ii) the Executive’s target annual incentive (at $1.00 per unit, to the extent then applicable to the plan and the then-current value of a unit) under the Corporation’s Management Incentive Compensation Program for the fiscal year in which the Executive experiences an Involuntary Separation from Service without Cause or a Voluntary Separation from Service for Good Reason, converted to a monthly amount by dividing that target annual incentive amount by 12, in equal installments, no less frequently than monthly, during the Severance Period; (iii) subsidized COBRA (or equivalent) payments during the Severance Period, if the Executive as soon as is eligible (or would be eligible other than due to the extension of time past 18 months) for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) under the group health plan coverage options (medical, dental, vision, etc.) under the X. X. Xxxxxx Corporation, Inc. Health and Welfare Benefit Plan (“Health and Welfare Plan”) and the Executive elects COBRA continuation coverage under the group health plan coverage options under the Health and Welfare Plan. The amount of such subsidy shall be equal to the Corporation’s portion of the premium cost of the Executive’s group health plan coverage elections under the Health and Welfare Plan that the Corporation paid while the Executive was an active associate immediately prior to the Executive’s Involuntary Separation from Service without Cause or Voluntary Separation from Service for Good Reason; (iv) during the Severance Period, the Corporation’s portion of the premium cost of any life insurance to which the Corporation was contributing immediately prior to the Executive’s Involuntary Separation from Service without Cause or Voluntary Separation from Service for Good Reason no less frequently than the applicable premium is due together with a tax equalization payment so that the Executive is made whole for any federal taxes on such payment; (v) a lump sum equal to $25,000 to pay for outplacement services and financial counseling services; (vi) a lump sum equal to the Severance Bonus; and (vii) if the Executive has accrued a bonus for all, or a portion of, the fiscal year preceding the date of such Involuntary Separation from Service without Cause or Voluntary Separation from Service for Good Reason that is not yet paid, the Executive shall be entitled to such payment in the same form and manner as otherwise set forth in the Management Incentive Compensation Program or other applicable plan or program for which he or she remains eligible as of the date of such Involuntary Separation from Service without Cause or Voluntary Separation from Service for Good Reason. Lump sum amounts under this Section 1.3(a) shall be paid to the Executive within 14 days of the Executive’s Involuntary Separation from Service without Cause or Voluntary Separation from Service for Good Reasonadministratively practicable, but in no event more than 30 days following such period or, if sooner, within any period required by law, a lump sum as severance. Notwithstanding the foregoing, in no event will the lump sum severance payment be paid later than two and one-half months after the end of the Executive’s tax year in which the Involuntary Separation from Service without Cause or Voluntary occurs. The lump sum severance payment will be equal to the sum of: (i) except as provided below, the Prorated Bonus; (ii) an amount equal to one times the Executive’s Base Salary and the Executive’s annual incentive under the Corporation’s Management Incentive Compensation Program at target for the year in which the Executive’s Involuntary Separation from Service occurs; (iii) the Corporation’s monthly premium cost for Good Reason occurs. If the Executive’s active Associate Medical, Dental and Life Insurance Plan coverage, if any, as in effect on the day prior to the effective date of the Executive’s Involuntary Separation from Service multiplied by 12 and grossed-up for applicable federal income taxes using the applicable revocation or rescission period described in this Section 1.3(a) with respect federal income tax rate that applied to any waiver or release of claims begins in one the Executive for the taxable year and ends prior to the year in which the Executive’s Involuntary Separation from Service occurs; and (iv) $15,000 to pay for outplacement services. Notwithstanding the foregoing, if the Executive has elected to defer a second taxable year, any payments and other rights described in this Section 1.3(a) shall not commence until the second taxable year, and in such second taxable year any payments that would have otherwise been due for any portion of the Severance Period Prorated Bonus to be paid under the Corporation’s Management Incentive Compensation Program for the fiscal year under the Corporation’s Mirror Savings Plan, then that portion of the Prorated Bonus will be deferred and paid in accordance with the first taxable year terms of the Corporation’s Mirror Savings Plan, and the remaining portion of the Prorated Bonus will be paid in full (as part of the timing of such payments to be compliant with or exempt from Code Section 409A)lump sum under this Section. In addition to the payments lump sum payment provided for hereinin this Section 1.3(a), following an Involuntary Separation from Service without Cause or a Voluntary Separation from Service for Good ReasonService, the Corporation shall also provide to the Executive Accelerated Vesting as provided in Section 1.3(c) of this Agreement1.3(b).

Form and Amount. In the event of the Executive’s Involuntary Separation from Service of the Executive without Cause or the Voluntary Separation from Service for Good ReasonCause, the Corporation shall pay the Compensation Payments to the Executive as soon as practicable or practicable, but in any event within the any period required by law. In addition, conditioned upon receipt of the Executive’s written release of claims in such form as may be reasonably required by the Corporation (provided that such release shall not (x) provide for the release of any claims for, or right to, indemnification or advancement of expenses, (y) extend the length of any restrictive covenants beyond those to which Executive is otherwise subject or (z) release any rights to enforce the provisions of this Agreement or to vested compensation or benefits) and the expiration of any applicable period during which the Executive can rescind or revoke such release, the Corporation shall pay the Executive: (i) severance pay in equal installments installments, no less frequently than monthly, during the Severance Period 12-month period following the Executive’s Involuntary Separation from Service without Cause equal to the Executive’s monthly Base Salary; (ii) the Executive’s target annual incentive (at $1.00 per unit, to the extent then applicable to the plan and the then-current value of a unit) under the Corporation’s Management Incentive Compensation Program for the fiscal year in which the Executive experiences an Involuntary Separation from Service without other than for Cause or a Voluntary Separation from Service for Good Reason, converted to a monthly amount by dividing that target annual incentive amount by 12, in equal installments, no less frequently than monthly, during the applicable Severance Period;. (iii) subsidized COBRA (or equivalent) payments during the Severance Periodpayments, if the Executive is eligible (or would be eligible other than due to the extension of time past 18 months) for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) under the group health plan coverage options (medical, dental, vision, etc.) under the X. X. Xxxxxx Corporation, Inc. Health and Welfare Benefit Plan (“Health and Welfare Plan”) and the Executive elects COBRA continuation coverage under the group health plan coverage options under the Health and Welfare Plan. The amount of such subsidy shall be equal to the Corporation’s portion of the premium cost of the Executive’s group health plan coverage elections under the Health and Welfare Plan that the Corporation paid while the Executive was an active associate immediately prior to the Executive’s Involuntary Separation from Service without Cause or Voluntary Separation from Service for Good Reason;associate. (iv) during the Severance Period, the Corporation’s portion of the premium cost of any life insurance a lump sum equal to which the Corporation was contributing immediately prior (a) Special Bonus Hours to the Executive’s Involuntary Separation from Service without Cause or Voluntary Separation from Service extent provided under Section 1.4(c) of this Agreement, if applicable, and (b) $15,000 to pay for Good Reason no less frequently than the applicable premium is due together with a tax equalization payment so that the Executive is made whole for any federal taxes on such payment;outplacement services and financial counseling services; and (v) a lump sum equal to $25,000 to pay for outplacement services and financial counseling services; (vi) a lump sum equal to the Severance Bonus; and (vii) if . If the Executive has accrued a bonus for all, or a portion of, the fiscal year preceding the date of such Involuntary Separation from Service without Cause or Voluntary Separation from Service for Good Reason that is readily ascertainable, but not yet paid, the Executive shall be entitled to such payment in the same form and manner as otherwise set forth in the Management Incentive Compensation Program or other applicable plan or program for which he or she remains eligible as of the date of such the Involuntary Separation from Service without Cause or Voluntary Separation from Service for Good ReasonService. Lump Notwithstanding the foregoing, such lump sum amounts under this Section 1.3(a1.4(a) shall be paid to the Executive within 14 days of the Executive’s Involuntary Separation from Service without Cause or Voluntary Separation from Service other than for Good ReasonCause, but in no event later than two and one-half months after the end of the Executive’s tax year in which the Involuntary Separation from Service without Cause or Voluntary Separation from Service for Good Reason occurs. If the applicable revocation or rescission period described in this Section 1.3(a1.4(a) with respect to any waiver or release of claims begins in one taxable year and ends in a second taxable year, any payments and other rights described in this Section 1.3(a1.4(a) shall not commence until the second taxable year, and in such second taxable year any payments that would have otherwise been due for any portion of the Severance Period in the first taxable year will be paid in full (the timing of such payments to be compliant with or exempt from Code Section 409A). In addition to the payments provided for herein, following an Involuntary Separation from Service without Cause or a Voluntary Separation from Service other than for Good ReasonCause, the Corporation shall also provide to the Executive Accelerated Vesting as provided in Section 1.3(c1.4(d) of this Agreement.

Form and Amount. In the event of the Involuntary Separation from Service of the Executive without Cause or the Voluntary Separation from Service for Good ReasonCause, the Corporation shall pay the Compensation Payments to the Executive as soon as practicable or within the period required by law. In addition, conditioned upon receipt of the Executive’s written release of claims in such form as may be reasonably required by the Corporation (provided that such release shall not (x) provide for the release of any claims for, or right to, indemnification or advancement of expenses, (y) extend the length of any restrictive covenants beyond those to which Executive is otherwise subject or (z) release any rights to enforce the provisions of this Agreement or to vested compensation or benefits) and the expiration of any applicable period during which the Executive can rescind or revoke such release, the Corporation shall pay the Executive: (i) severance pay Executive in equal installments installments, no less frequently than monthly, during the applicable Severance Period severance pay equal to the Executive’s monthly Base Salary; (ii) , plus the Executive’s target annual incentive (at $1.00 per unit, to the extent then applicable to the plan and the then-current value of a unit) under the Corporation’s Management Incentive Compensation Program for the fiscal year in which the Executive experiences an Involuntary Separation from Service without other than for Cause or a Voluntary Separation from Service for Good Reason, converted to a monthly amount by dividing that target annual incentive amount by 12, in equal installments, no less frequently than monthly, during the Severance Period; (iii) subsidized COBRA (or equivalent) payments during the Severance Period, if . If the Executive is eligible (or would be eligible other than due to the extension of time past 18 months) for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) under the group health plan medical and/or dental coverage options (medical, dental, vision, etc.) under the X. X. Xxxxxx Corporation, Inc. Health and Welfare Benefit Plan (“Health and Welfare Plan”) and the Executive elects COBRA continuation coverage under the group health plan medical and/or dental coverage options under the Health and Welfare Plan. The amount of such subsidy shall be equal , the Corporation will continue to the Corporation’s pay its portion of the premium cost of the Executive’s group health plan medical and/or dental coverage elections under the Health and Welfare Plan that as provided in Section 1.4(b) of this Agreement. In addition, the Corporation paid while the Executive was an active associate immediately prior to the Executive’s Involuntary Separation from Service without Cause or Voluntary Separation from Service for Good Reason; (iv) during the Severance Period, the Corporation’s portion of the premium cost of any life insurance to which the Corporation was contributing immediately prior to the Executive’s Involuntary Separation from Service without Cause or Voluntary Separation from Service for Good Reason no less frequently than the applicable premium is due together with a tax equalization payment so that the Executive is made whole for any federal taxes on such payment; (v) a lump sum equal to $25,000 to shall pay for outplacement services and financial counseling services; (vi) a lump sum equal to the Severance Bonus; and (vii) if the Executive has accrued a bonus for all, or a portion of, the fiscal year preceding the date of such Involuntary Separation from Service without Cause or Voluntary Separation from Service for Good Reason that is not yet paid, the Executive shall be entitled to such payment in the same form and manner as otherwise set forth in the Management Incentive Compensation Program or other applicable plan or program for which he or she remains eligible as of the date of such Involuntary Separation from Service without Cause or Voluntary Separation from Service for Good Reason. Lump sum amounts under this Section 1.3(a) shall be paid to the Executive (i) within 14 days of the Executive’s Involuntary Separation from Service without Cause or Voluntary Separation from Service other than for Good ReasonCause, but in no event later than two and one-half months after the end of the Executive’s tax year in which the Involuntary Separation from Service without Cause or Voluntary occurs, a lump sum equal to, (a) Special Bonus Hours to the extent provided under Section 1.4(c) of this Agreement, if applicable, and (b) $25,000 to pay for outplacement services and financial counseling services, and (ii) within two and one-half months after the end of the fiscal year in which the Executive experiences an Involuntary Separation from Service other than for Good Reason occursCause, a lump sum equal to the Severance Bonus. If Notwithstanding the foregoing, if the applicable revocation or rescission period described in this Section 1.3(a1.4(a) with respect to any waiver or release of claims begins in one taxable year and ends in a second taxable year, any payments and other rights described in this Section 1.3(a1.4(a) shall not commence until the second taxable year, and in such second taxable year any payments that would have otherwise been due for any portion of the Severance Period in the first taxable year will be paid in full (the timing of such payments to be compliant with or exempt from Code Section 409A). In addition to the payments provided for herein, following an Involuntary Separation from Service without Cause or a Voluntary Separation from Service other than for Good ReasonCause, the Corporation shall also provide to the Executive Accelerated Vesting as provided in Section 1.3(c1.4(d) of this Agreement.