Common use of Later Determinations Clause in Contracts

Later Determinations. Notwithstanding any other provision of this Agreement, if Executive’s employment with the Company is terminated such that Executive is entitled to severance from the Company and Cause existed on or prior to such termination, the Board may determine after such termination that Executive shall not be entitled to any severance from the Company, and any and all severance payments from the Company to Executive in any form or amount shall cease and any such payments or reimbursements already made to Executive must be returned to the Company; provided, however, that the provisions of this Section 7(j) shall not apply to the extent that (i) the Company had knowledge of such Cause and did not terminate the employment of the Executive within 120 days of receiving notice thereof or (ii) in the event the Company did not have knowledge of such Cause prior to the termination of the employment of the Executive or the Company had knowledge of such Cause and the employment of the Executive terminated other than for Cause prior to 120 days after the Company had knowledge thereof, the Company does not act to implement the provisions of this Section 7(j) within 120 days of obtaining such knowledge of such Cause. For purposes hereof, “knowledge” shall mean the actual knowledge of the executives and members of senior management of Parent and its Subsidiaries.