Common use of Obligation of the Company Upon Termination Clause in Contracts

Obligation of the Company Upon Termination. (a) Good Reason or during the Window Period; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause, Disability or death or the Executive shall terminate employment either for Good Reason or without any reason during the Window Period: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) a pro-rated portion of the Annual Bonus, due to the Executive pursuant to Section 4(b)(ii), for the then current fiscal year, based upon the portion of such fiscal year elapsed through the Date of Termination and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as the "Base Severance Amount"); and B. an amount equal to 300% of the aggregate of Executive's Annual Base Salary determined as of the Date of Termination plus the Annual Bonus (the "Additional Severance Amount"). (ii) for the remainder of the Employment Period, or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) if the Executive's employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility (such continuation of such benefits for the applicable period herein set forth shall be hereinafter referred to as "Welfare Benefit Continuation"). For purposes of determining eligibility of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the end of the Employment Period and to have retired on the last day of such period; and (iii) to the extent not theretofore paid or provided the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally within 180 days thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").

Obligation of the Company Upon Termination. (a) Good Reason or during the Window Period; Other Than for Cause, Except Death or Disability"Good Cause"). IfIf after the date of the Agreement, the Company shall breach any agreement providing for or respecting the employment of the Employee or if during the Employment Period, the Company shall terminate the ExecutiveEmployee's employment for any reason other than for Death, Retirement or Good Cause, Disability or death or if during the Executive Employment Period, the Employee shall terminate employment either his Employment for "Good Reason or without any reason during the Window Period: Reason" (idefined hereinbelow) then the Company shall pay or cause to be paid to the Executive Employee in a cash lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. (a) the Employee's then-current annual Base Salary for the remainder of the Employment Period; and (b) an amount equal to the sum of the most recent twelve months of Monthly Bonuses paid to the Employee, (1the "Recent Bonus"); and (c) the Executive's Annual Base Salary through the Date product of Termination to the extent not theretofore paid, two (2) a pro-rated portion times the sum of the Annual then-current annual Base Salary plus the Recent Bonus, due to ; and (d) in the Executive pursuant to Section 4(b)(ii), for the then current fiscal year, based upon the portion case of such fiscal year elapsed through the Date of Termination and (3) any compensation previously deferred by the Executive Employee, all amounts previously deferred (together with any accrued interest or earnings thereonhereon) and not yet paid by the Company, and any accrued vacation pay, in each case to pay not yet paid by the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as the "Base Severance Amount")Company; and B. an amount equal to 300% of the aggregate of Executive's Annual Base Salary determined as of the Date of Termination plus the Annual Bonus (the "Additional Severance Amount"). (iie) for the remainder of the Employment Period, or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits to the Executive Employee and/or the ExecutiveEmployee's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv2(b)(iv) and (vi) of this Agreement if the ExecutiveEmployee's employment had not been terminated terminated, including health insurance and life insurance, in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable prior to the ExecutiveTermination Date, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period for purposes of eligibility (such continuation of such benefits for the applicable period herein set forth shall be hereinafter referred to as "Welfare Benefit Continuation"). For purposes of determining eligibility of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive Employee shall be considered to have remained employed until the end of the Employment Period and to have retired on the last day of such period; and (iii) to the extent not theretofore paid or provided the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally within 180 days thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").