Common use of General Severance Benefits Clause in Contracts

General Severance Benefits. (a) Subject to Section 3.4, the Participating Company shall pay the Executive General Severance Benefits, as described in Section 4.2(b), if the Executive receives or delivers a Notice of Termination of a Qualifying Termination of the Executive’s employment pursuant to Section 3.1(c). (b) The General Severance Benefits to be provided to the Executive pursuant to Section 4.2(a) shall be the following: (i) An amount equal to the Executive’s unpaid Base Salary, unreimbursed business expenses, and all other items earned by and owed to the Executive through and including the date of the Qualifying Termination shall be paid in cash to the Executive in a single lump sum on the Payment Date. Such payment shall constitute full satisfaction for these amounts owed to the Executive. (ii) An amount equal to the unpaid, accrued vacation pay owed to the Executive through and including the date of the Qualifying Termination shall be paid in cash to the Executive in a single lump sum on the Payment Date. Such payment shall constitute full satisfaction for these amounts owed to the Executive and in no event shall the Executive accrue additional vacation time after the date of the Executive’s Qualifying Termination. (iii) Any amount payable to the Executive under the annual bonus plan then in effect in respect of the most recently completed fiscal year, to the extent not theretofore paid shall be paid in cash to the Executive in a single lump sum at the applicable time provided in the annual bonus plan then in effect. Such payment shall constitute full satisfaction for this amount owed to the Executive. (iv) An amount equal to: (A) two and one-half (2 1/2) for Tier I Executives or (B) one and one-half (1 1/2) for Tier II and III Executives, times the sum of: (1) the Executive’s annual rate of Base Salary in effect upon the date of the Qualifying Termination plus (2) the Executive’s then current target bonus opportunity established under the annual bonus plan in effect for the bonus plan year in which the date of the Executive’s Qualifying Termination occurs. The Participating Company shall pay such amount in cash to the Executive in a single lump sum on the Payment Date. (v) An amount equal to the annual bonus the Executive would have earned under the annual bonus plan for the plan year in which the Qualifying Termination occurs, determined based on the actual performance achieved under such annual bonus plan for such plan year and adjusted on a pro rata basis based on the number of months the Executive was actually employed during such plan year (full credit is given for partial months of employment), shall be paid in cash to the Executive in a single lump sum at the applicable time provided in the annual bonus plan then in effect. Such payment shall constitute full satisfaction for this amount owed to the Executive. (vi) The Company shall provide, at the same cost structure as applicable to active employees, COBRA continuation coverage for the Executive (and the Executive’s eligible dependents) under the Company’s medical benefit plan during the Subsidized COBRA Period. The Subsidized COBRA Period will be included in the Executive’s COBRA continuation coverage period. If the Executive chooses to continue COBRA continuation coverage after the Subsidized COBRA Period, the Executive will be responsible for the entire premium payment for the remainder of the Executive’s COBRA continuation coverage period (in most cases an additional twelve (12) months). (vii) If the Executive actively participates in any of the Company’s voluntary, employee pay-all plans or programs on the date of the Executive’s Qualifying Termination, the Executive may continue to participate in such plan or program after the date of the Qualifying Termination if such continued participation is permitted by the third-party provider pursuant to the terms and conditions set forth therein. (c) Notwithstanding the foregoing, if the Qualifying Termination giving rise to the payment of General Severance Benefits under this Section 4.2 is due to a General Good Reason as defined in Section 2(w), then the Executive’s Base Salary and target bonus opportunity in effect immediately prior to the occurrence of such General Good Reason shall be used for purposes of calculating any amounts to be paid based thereupon under Section 4.2(b).

General Severance Benefits. (a) Subject to Section 3.4, the Participating Company shall pay the Executive General Severance Benefits, as described in Section 4.2(b), if the Executive receives or delivers a Notice of Termination of a Qualifying Termination of the Executive’s employment pursuant to Section 3.1(c). (b) The General Severance Benefits to be provided to the Executive pursuant to Section 4.2(a) shall be the following: (i) An amount equal to the Executive’s unpaid Base Salary, unreimbursed business expenses, and all other items earned by and owed to the Executive through and including the date of the Qualifying Termination shall be paid in cash to the Executive in a single lump sum on the Payment Date. Such payment shall constitute full satisfaction for these amounts owed to the Executive. (ii) An amount equal to the unpaid, accrued vacation pay owed to the Executive through and including the date of the Qualifying Termination shall be paid in cash to the Executive in a single lump sum on the Payment Date. Such payment shall constitute full satisfaction for these amounts owed to the Executive and in no event shall the Executive accrue additional vacation time after the date of the Executive’s Qualifying Termination. (iii) Any amount payable to the Executive under the annual bonus plan then in effect in respect of the most recently completed fiscal year, to the extent not theretofore paid shall be paid in cash to the Executive in a single lump sum at the applicable time provided in the annual bonus plan then in effect. Such payment shall constitute full satisfaction for this amount owed to the Executive. (iv) An amount equal to: (A) two and one-half (2 1/21⁄2) for Tier I Executives or (B) one and one-half (1 1/21⁄2) for Tier II and III Executives, times the sum of: (1) the Executive’s annual rate of Base Salary in effect upon the date of the Qualifying Termination plus (2) the Executive’s then current target bonus opportunity established under the annual bonus plan in effect for the bonus plan year in which the date of the Executive’s Qualifying Termination occurs. The Participating Company shall pay such amount in cash to the Executive in a single lump sum on the Payment Date. (v) An amount equal to the annual bonus the Executive would have earned under the annual bonus plan for the plan year in which the Qualifying Termination occurs, determined based on the actual performance achieved under such annual bonus plan for such plan year and adjusted on a pro rata basis based on the number of months the Executive was actually employed during such plan year (full credit is given for partial months of employment), shall be paid in cash to the Executive in a single lump sum at the applicable time provided in the annual bonus plan then in effect. Such payment shall constitute full satisfaction for this amount owed to the Executive. (vi) The Company shall provide, at the same cost structure as applicable to active employees, COBRA continuation coverage for the Executive (and the Executive’s eligible dependents) under the Company’s medical benefit plan during the Subsidized COBRA Period. The Subsidized COBRA Period will be included in the Executive’s COBRA continuation coverage period. If the Executive chooses to continue COBRA continuation coverage after the Subsidized COBRA Period, the Executive will be responsible for the entire premium payment for the remainder of the Executive’s COBRA continuation coverage period (in most cases an additional twelve (12) months). (vii) If the Executive actively participates in any of the Company’s voluntary, employee pay-all plans or programs on the date of the Executive’s Qualifying Termination, the Executive may continue to participate in such plan or program after the date of the Qualifying Termination if such continued participation is permitted by the third-party provider pursuant to the terms and conditions set forth therein. (c) Notwithstanding the foregoing, if the Qualifying Termination giving rise to the payment of General Severance Benefits under this Section 4.2 is due to a General Good Reason as defined in Section 2(w), then the Executive’s Base Salary and target bonus opportunity in effect immediately prior to the occurrence of such General Good Reason shall be used for purposes of calculating any amounts to be paid based thereupon under Section 4.2(b).

General Severance Benefits. (a) Subject In the event Executive's employment -------------------------- with the Company or any of its subsidiaries is terminated without Cause and Executive is not entitled to Section 3.4, the Participating Company shall pay the Executive General Severance Benefits, as described in Section 4.2(b), if the Executive receives any payment or delivers a Notice of Termination of a Qualifying Termination of the Executive’s employment benefit pursuant to Section 3.1(c). (b3(a) The General Severance Benefits above, the Company will pay and Executive will be entitled to be provided to the Executive pursuant to Section 4.2(a) shall be receive the following: (i) An The unpaid portion of Executive's annual base salary at the rate payable at the date of termination of employment, pro rated through such date of termination, will be paid in a cash lump sum; (ii) Cash will be paid in a lump sum to Executive in an amount equal to the Executive’s unpaid Base Salary's annual base salary at the rate payable immediately prior to termination of employment; (iii) All vested, unreimbursed business expenses, and all other items earned by and owed to the Executive through and including nonforfeitable amounts owing or accrued at the date of termination of employment under any compensation and benefit Plans (including any earned and vested annual incentive compensation) in which Executive theretofore participated will be paid under the Qualifying Termination terms and conditions of the Plans pursuant to which such compensation and benefits were granted; (iv) The Committee may, but is not required to, extend the period in which any stock options held by Executive at termination shall remain exercisable, and, in all other respects, all such options shall be paid in cash governed by the Plans pursuant to the Executive in a single lump sum on the Payment Date. Such payment shall constitute full satisfaction for these amounts owed to the Executive.which such options were granted; and (iiv) An amount equal Reasonable business expenses and disbursements incurred by Executive prior to such termination of employment will be reimbursed in accordance with policies applicable to Executive while still employed. With the unpaid, accrued vacation pay owed to the Executive through and including the date exception of the Qualifying Termination shall amount payable to Executive pursuant to Section 3(b)(iv) above, which will be paid after the end of the year in cash which Executive's employment terminates in accordance with the Company's normal pay practices with respect to the Executive in a single lump sum on the Payment Date. Such payment shall constitute full satisfaction for these annual incentive compensation, amounts owed to the Executive payable under this Section 3(b) will be paid as promptly as practicable after termination of Executive's employment and in no event shall the Executive accrue additional vacation time more than 15 days after the date of the Executive’s Qualifying Terminationsuch termination. (iii) Any amount payable to the Executive under the annual bonus plan then in effect in respect of the most recently completed fiscal year, to the extent not theretofore paid shall be paid in cash to the Executive in a single lump sum at the applicable time provided in the annual bonus plan then in effect. Such payment shall constitute full satisfaction for this amount owed to the Executive. (iv) An amount equal to: (A) two and one-half (2 1/2) for Tier I Executives or (B) one and one-half (1 1/2) for Tier II and III Executives, times the sum of: (1) the Executive’s annual rate of Base Salary in effect upon the date of the Qualifying Termination plus (2) the Executive’s then current target bonus opportunity established under the annual bonus plan in effect for the bonus plan year in which the date of the Executive’s Qualifying Termination occurs. The Participating Company shall pay such amount in cash to the Executive in a single lump sum on the Payment Date. (v) An amount equal to the annual bonus the Executive would have earned under the annual bonus plan for the plan year in which the Qualifying Termination occurs, determined based on the actual performance achieved under such annual bonus plan for such plan year and adjusted on a pro rata basis based on the number of months the Executive was actually employed during such plan year (full credit is given for partial months of employment), shall be paid in cash to the Executive in a single lump sum at the applicable time provided in the annual bonus plan then in effect. Such payment shall constitute full satisfaction for this amount owed to the Executive. (vi) The Company shall provide, at the same cost structure as applicable to active employees, COBRA continuation coverage for the Executive (and the Executive’s eligible dependents) under the Company’s medical benefit plan during the Subsidized COBRA Period. The Subsidized COBRA Period will be included in the Executive’s COBRA continuation coverage period. If the Executive chooses to continue COBRA continuation coverage after the Subsidized COBRA Period, the Executive will be responsible for the entire premium payment for the remainder of the Executive’s COBRA continuation coverage period (in most cases an additional twelve (12) months). (vii) If the Executive actively participates in any of the Company’s voluntary, employee pay-all plans or programs on the date of the Executive’s Qualifying Termination, the Executive may continue to participate in such plan or program after the date of the Qualifying Termination if such continued participation is permitted by the third-party provider pursuant to the terms and conditions set forth therein. (c) Notwithstanding the foregoing, if the Qualifying Termination giving rise to the payment of General Severance Benefits under this Section 4.2 is due to a General Good Reason as defined in Section 2(w), then the Executive’s Base Salary and target bonus opportunity in effect immediately prior to the occurrence of such General Good Reason shall be used for purposes of calculating any amounts to be paid based thereupon under Section 4.2(b).