Monies and Benefits to The Executive Sample Clauses

Monies and Benefits to The Executive. Upon termination of the Executive’s employment in connection with a Change in Control, the Executive shall be entitled to receive: (i) earned and unpaid Base Salary, unreimbursed business expenses due under Section 3.6 and any other benefits due under Section 3.3 or otherwise accrued and unpaid, through the date of such termination of employment, and subject to his execution of a release of claims as described in Section 4.7, (ii) two (2) times the aggregate of (x) the Base Salary plus (y) the Incentive Compensation at the Target Rate in effect as of the date of such termination, (iii) any Incentive Compensation for the fiscal year in which such termination occurs pro-rated through the date of termination at the Target Rate; (iv) continuation of the medical, dental and other benefits described in Section 3.3 under which the Executive is participating as of the date of such Change in Control for a period of twenty-four (24) months from the date of termination provided that such continuation of benefits shall be pursuant to COBRA, with the Company paying such portions of the applicable premiums as it would have paid had the Executive continued to be a full-time active employee of the Company for such period with no changes to such benefits or plans (if the Executive becomes reemployed with another employer and is eligible to receive medical, hospitalization and dental benefits under another employer-provided plan, the medical, hospitalization and dental benefits described herein shall be secondary to those provided under such other plan during the applicable period), (v) payment of outplacement services for Executive for a period of twelve (12) months from the date of such Change in Control or termination; provided, however, the aggregate amount of such payments shall not exceed $15,000.00, and (vi) continuation of the financial planning allowance described in Section 3.5 for a period of twenty-four (24) months from termination. Notwithstanding anything in this Section 4, however, the Company shall not be required to commence or continue any payment of monies or benefits other than as described in Section 4.3(i) above if the Executive attempts to rescind the release of claims he has executed or fails to comply with his ongoing obligations under this Agreement.

Monies and Benefits to The Executive. The Executive shall be entitled to receive earned and unpaid Base Salary, unreimbursed business expenses due under Section 3.6 and any other benefits due under Section 3.3 or otherwise through the date of such termination or the date on which the Company terminates this Agreement during such fifteen (15) day period, and no other monies or benefits shall be payable or owed to the Executive under this Agreement. The monies described above shall be paid to the Executive in a lump sum on the Company’s next regular payday after the date of such termination and shall be subject to withholdings for applicable taxes and any other legally required or previously agreed payroll deductions.

Monies and Benefits to The Executive. Upon termination for Good Reason, the Executive shall be entitled to receive: (i) earned and unpaid Base Salary, unreimbursed business expenses due under Section 3.6 and any other benefits due under Section 3.3 or otherwise through the date of such termination or the date on which the Company terminates this Agreement during such thirty

Monies and Benefits to The Executive. Upon termination of the Executive’s employment in connection with a Change in Control, the Executive shall be entitled to receive: (i) earned and unpaid Base Salary, unreimbursed business expenses due under Section 3.6 and any other benefits due under Section 3.3 or otherwise accrued and unpaid, through the date of such termination of employment, and subject to his execution of a release of claims as described in Section 4.7, (ii) two (2) times the aggregate of (x) the Base Salary plus (y) the Incentive Compensation at the Target Rate in effect as of the date of such termination, (iii) any Incentive Compensation for the fiscal year in which such termination occurs pro-rated through the date of termination at the Target Rate, (iv) continuation of the medical, dental and other benefits described in Section 3.3 under which the Executive is participating as of the date of such Change in Control for a period of twenty-four (24) months from the date of termination provided that such continuation of benefits shall be pursuant to COBRA, with the Company paying such portions of the applicable premiums as it would have paid had the Executive continued to be a full-time active employee of the Company for such period with no changes to such benefits or plans, (v) payment of outplacement services for Executive for a period of twelve (12) months from the date of such Change in Control or termination; provided, however, the aggregate amount of such payments shall not exceed $15,000.00, and (vi) continuation of the financial planning allowance described in Section 3.5 for a period of twenty-four (24) months from termination. Notwithstanding anything in this Section 4, however, the Company shall not be required to commence or continue any payment of monies or benefits other than as described in Section 4.3(i) above if the Executive attempts to rescind the release of claims he has executed or fails to comply with his ongoing obligations under this Agreement.

Monies and Benefits to The Executive. The Executive shall be entitled to receive earned and unpaid Base Salary, unreimbursed business expenses due under Section 3.6 and any other benefits due under Section 3.3 or otherwise through the date of such termination or the date on which the Company terminates this Agreement during such fifteen (15) day period, and no other monies or benefits shall be payable or owed to the Executive under this

Monies and Benefits to The Executive. Upon termination under Section 4.3, file Executive shall be entitled to receive: (i) any Base Salary earned and unpaid, and fringe benefits described hi Section 3.4 accrued and unpaid, through the date of such termination; (ii) for the period subsequent to the date of termination until the Expiration Date or for one year following the date of termination, whichever period is greater, the Company will continue to pay the Executive his Base Salary in effect on the date of termination (the “Severance Payments”); (iii) any Annual Bonus for the fiscal year in which the termination occurs pro-rated through the date of the termination; provided, however, the Executive shall not receive any portion of the Annual Bonus under this Section 4.3.1 (iv) unless the Board determines in good faith that the Executive would have been entitled to receive any Annual Bonus for the fiscal year in which such termination occurred in accordance with Section 3.2; and (v) for the period subsequent to the date of termination until the Expiration Date or for one year following the date of termination, whichever period is greater, the continuation of the fringe benefits described in Section 3.4 (the “Severance Benefits”) hereof under which the Executive is participating as of the date of such termination for a period of twelve (12) months from the date of termination.

Monies and Benefits to The Executive. Upon termination without Good Cause, the Executive shall be entitled to receive: (i) earned and unpaid Base Salary, unreimbursed business expenses due under Section 3.6 and any other benefits due under Section 3.3 or otherwise through the date of such termination and (ii) the following payments upon the execution of a release of claims as described in Section 4.7: 1. If Executive’s employment is terminated without Good Cause during the first year of employment (during the twelve (12) month period ending on or before April 19th, 2013), the Executive shall be entitled to one (1) year’s Base Salary at the rate of pay in effect at the time of termination. In addition, all unvested shares of stock set forth in the Restricted Stock Award Agreements will immediately vest. 2. If Executive’s employment is terminated without Good Cause on a date following his first anniversary in the Position (that date being April 19, 2013), Executive will be paid two (2) years base salary at the rate of pay in effect at the time of termination. In addition, all unvested shares of stock set forth in the Restricted Stock Award Agreements will immediately vest. In addition, any shares set forth in Executive’s Performance Based Share Agreements which are unvested at the time of termination and are at the fiftieth (50th) percentile achievement level or higher (with regard to the grants performance parameters) will vest and be paid to the Executive in a pro-rata portion, based upon the number of months the Executive has served during the thirty-six (36) month vesting period set forth in each applicable Performance Based Share Award Agreement. For example, if Executive’s employment is terminated without Good Cause after 18 months of employment during the applicable vesting period, 50% of the performance based shares that would have been earned at the achievement level on the date of termination in this section, shall vest and be paid to the Executive.

Monies and Benefits to The Executive. Upon termination for Good Reason, the Executive shall be entitled to receive: (i) earned and unpaid Base Salary, unreimbursed business expenses due under Section 3.6 and any other benefits due under Section 3.3 or otherwise through the date of such termination or the date on which the Company terminates this Agreement during such thirty (30) day period; and, (ii) the following payments upon the execution of a release of claims as described in Section 4.7: 1. If Executive’s employment is terminated by Executive for Good Reason during the first year of employment (during the twelve (12) month period ending on or before April 19th, 2013), the Executive shall be entitled to one (1) year’s Base Salary at the rate of pay in effect at the time of termination. In addition, all unvested shares of stock set forth in the Restricted Stock Award Agreements will immediately vest. 2. If Executive’s employment is terminated by him for Good Reason on a date following his first anniversary in the Position (that date being April 19, 2013), Executive will be paid two (2) years base salary at the rate of pay in effect at the time of termination. In addition, all unvested shares of stock set forth in the Restricted Stock Award Agreements will immediately vest. In addition, any shares set forth in Executive’s Performance Based Share Agreements which are unvested at the time of termination and are at the fiftieth (50th) percentile achievement level or higher (with regard to the grants performance parameters) will vest and be paid to the Executive in a pro-rata portion based upon the number of months the Executive has served during the thirty-six (36) month vesting period set forth in each applicable Performance Based

Monies and Benefits to The Executive. Upon termination without Good Cause, the Executive shall be entitled to receive: (i) any Base Salary earned and unpaid, and fringe benefits described in Section 3.3 accrued and unpaid, through the date of such termination; (ii) one (1) times the aggregate of (x) the Base Salary plus (y) the Incentive Compensation at the Target Rate in effect as of the date of such termination; (iii) any Incentive Compensation for the fiscal year in which such termination occurs pro-rated through the date of such termination; provided, however, the Executive shall not receive any portion of the Incentive Compensation under this Section 4.3.1(iii) unless the Board determines in good faith that the Executive would have been entitled to receive any Incentive Compensation for the fiscal year in which such termination occurred in accordance with Section 3.2; and (iv) continuation of the medical and dental benefits described in Section 3.3 under which the Executive is participating as of the date of such termination for a period of twelve (12) months from the date of such termination.

Monies and Benefits to The Executive. Upon termination for Good Reason, the Executive shall be entitled to receive: (i) any Base Salary earned and unpaid, and fringe benefits described in Section 3.3 hereof accrued and unpaid, through the date of such termination or the date on which the Company terminates this Agreement during such thirty (30) day period; (ii) one (1) times the aggregate of (x) the Base Salary plus (y) the Incentive Compensation at the Target Rate in effect as of the date of such termination; (iii) any Incentive Compensation for the fiscal year in which such termination occurs pro-rated through the date of such termination; provided, however, the Executive shall not receive any portion of the Incentive Compensation under this Section 4.4.1(iii) unless the Board determines in good faith that the Executive would have been entitled to receive any Incentive Compensation for the fiscal year in which such termination occurred in accordance with Section 3.2; and, (iv) continuation of the fringe benefits described in Section 3.3 under which the Executive is participating as of the date of such termination for a period of twelve (12) months from the date of such termination.