Common use of Obligations of Employer Upon Termination Clause in Contracts

Obligations of Employer Upon Termination. The Executive’s entitlements upon termination of employment are set forth below. Except to the extent otherwise provided in this Agreement, all accrued and vested benefits under the Employer’s employee benefit plans, including, without limitation, stock option grants, restricted stock units and awards under the Long-Term Incentive Programs, shall be subject to the terms and conditions of the plan or arrangement under which such benefits accrue, are granted or are awarded. For purposes of this Section 5, the term “Accrued Obligations” shall mean, as of the Date of Termination, (i) the Executive’s full Base Salary through the Date of Termination, at the rate in effect at the time Notice of Termination is given, to the extent not theretofore paid, (ii) the amount of any bonus, incentive compensation, deferred compensation (including, but not limited to, any supplemental retirement benefits) and other cash compensation earned (and not forfeited hereunder) by the Executive as of the Date of Termination to the extent not theretofore paid and (iii) any vacation pay, expense reimbursements and other cash entitlements accrued by the Executive as of the Date of Termination to the extent not theretofore paid. For purposes of determining an Accrued Obligation under this Section 5, amounts shall be deemed to accrue ratably over the period during which they are earned (and not forfeited hereunder), but no discretionary compensation shall be deemed earned or accrued until it is specifically approved by the Board in accordance with the applicable plan, program or policy, provided that the amounts under Section 3(b) hereof shall be deemed earned and accrued on the last day of the applicable fiscal year.

Obligations of Employer Upon Termination. The Executive’s entitlements upon termination of employment are set forth below. Except to the extent otherwise provided in this Agreement, all accrued and vested benefits under the Employer’s employee benefit plansbenefits, including, without limitation, stock option grants, restricted stock units and awards under the Long-Long Term Incentive Bonus Programs, shall be subject to the terms and conditions of the plan or arrangement under which such benefits accrue, are granted or are awarded. For purposes of this Section 5, the term “Accrued Obligations” shall mean, as of the Date of Termination, (i) the Executive’s full Base Salary through the Date of Termination, at the rate in effect at the time Notice of Termination is given, to the extent not theretofore paid, (ii) the amount of any bonus, incentive compensation, deferred compensation (including, but not limited to, any supplemental retirement benefits) and other cash compensation earned or benefits vested and accrued (and not forfeited hereunder) by the Executive as of the Date of Termination to the extent not theretofore paid and (iii) any vacation pay, expense reimbursements and other cash entitlements accrued by the Executive as of the Date of Termination to the extent not theretofore paid. For purposes of determining an Accrued Obligation under this Section 5, amounts shall be deemed to accrue ratably over the period during which they are earned (and not forfeited hereunder), but no discretionary compensation shall be deemed earned or accrued until it is specifically approved by the Board in accordance with the applicable plan, program or policy. Upon any termination of the Executive’s employment after his sixty-fifth (65th) birthday (other than a termination by Employer for Cause), provided that the amounts under Section 3(b) hereof Executive shall be deemed earned entitled to receive (1) provision at Employer’s expense of lifetime paid medical insurance coverage for the Executive and accrued Executive’s spouse and eligible dependents equivalent to that coverage provided to active senior executives of the Employer (or, if no such coverage exists, then the coverage that is substantially similar to that in effect for the Executive and such spouse and dependents as of the Date of Termination) and (2) provision, for the rest of the Executive’s life, at Employer’s expense, of life insurance coverage on the last day Executive’s life that provides in the aggregate the Executive’s beneficiary(ies) with a death benefit of the applicable fiscal yearat least $5 million.

Obligations of Employer Upon Termination. The (a) Good Reason or during the Window Period; Other than for Cause, Death or Disability. If, during the Change of Control Employment Period, Employer shall terminate the Executive’s entitlements upon termination of 's employment are set forth below. Except other than for Cause, Death or Disability or the Executive shall terminate employment either for Good Reason or without any reason during the Window Period: (i) Employer shall pay to the extent otherwise provided Executive in this Agreement, all accrued and vested benefits under the Employer’s employee benefit plans, including, without limitation, stock option grants, restricted stock units and awards under the Long-Term Incentive Programs, shall be subject to the terms and conditions of the plan or arrangement under which such benefits accrue, are granted or are awarded. For purposes of this Section 5, the term “Accrued Obligations” shall mean, as of a lump sum in cash within 30 days after the Date of Termination, Termination the aggregate of the following amounts: A. The sum of (i1) the Executive’s full Base Salary through and Bonus for the Date Change of Termination, Control Employment Period at the rate set forth in effect at the time Notice Agreement, (2) the Highest Annual Bonus for the Change of Termination is givenControl Employment Period, (3) the Special Bonus, if due to the Executive pursuant to Section 15(C)b.ii., to the extent not theretofore paid, (ii4) all other amounts accrued and earned by the Executive for the Change of Control Employment Period and amounts otherwise owing under the then existing plans, practices, policies and agreements of Employer, (5) 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), (3), (4) and (5) shall be hereinafter referred to as the "Accrued Change of Control Obligations"); and B. The amount (such amount shall be hereinafter referred to as the "Severance Amount") equal to the product of (1) two and (2) the sum of (x) the Executive's annual base salary and (y) the Highest Annual Bonus; provided, however, that if the Special Bonus has not been paid to the Executive, such amount shall be increased by the amount of the Special Bonus; and, provided further, that such amount shall be reduced by the present value (determined as provided in Section 280G(d)(4) of the Internal Revenue Code of 1986, as amended (the "Code")) of any bonusother amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance plan, incentive compensationpolicy or arrangement of Employer; (ii) for the remainder of the Change of Control Employment Period, deferred compensation (includingor such longer period as any plan, but program, practice or policy may provide, Employer shall continue Executive 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 15(C)b.v. if the Executive's employment had not limited tobeen terminated in accordance with the most favorable plans, practices, programs or policies of Employer and its affiliated companies as in effect and applicable generally to other key or peer executives and their families during the 90-day period immediately preceding the Change of Control Date or, if more favorable to the Executive, as in effect generally at any supplemental retirement benefits) time thereafter with respect to other key or peer executives of Employer 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 cash compensation earned 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 Change of Control Employment Period and to have retired on the last day of such period; (iii) to the extent not forfeited hereundertheretofore paid or provided, Employer shall timely pay or provide to the Executive and/or the Executive's family any other amounts or Executive 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 Employer and its affiliated companies as in effect and applicable generally to other key or peer executives of Employer and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (iv) at the option of the Executive or his legal representative, the Employer shall either (A) pay to the Executive or his legal representative, in a lump sum within 30 days of the Date of Termination, an amount (to the extent such amount is a positive number) equal to the value of all Employer stock and stock options held by the Executive as of the Date of Termination Termination, or (B) distribute to the extent not theretofore paid executive or his legal representative, within 30 days of termination, all Employer stock and (iii) any vacation pay, expense reimbursements and other cash entitlements accrued stock options held by the Executive as of the Date of Termination to the extent not theretofore paid. For purposes of determining an Accrued Obligation under this Section 5, amounts shall be deemed to accrue ratably over the period during which they are earned (and not forfeited hereunder), but no discretionary compensation shall be deemed earned or accrued until it is specifically approved by the Board in accordance with the applicable plan, program or policy, provided that the amounts under Section 3(b) hereof shall be deemed earned and accrued on the last day of the applicable fiscal yearTermination.

Obligations of Employer Upon Termination. The Executive’s 's entitlements upon termination of employment are set forth below. Except to the extent otherwise provided in this Agreement, all accrued and vested benefits under the Employer’s employee benefit plansbenefits, including, without limitation, stock option grants, restricted stock units and awards under the Long-Long Term Incentive Bonus Programs, shall be subject to the terms and conditions of the plan or arrangement under which such benefits accrue, are granted or are awarded. For purposes of this Section 5, the term “"Accrued Obligations” " shall mean, as of the Date of Termination, (i) the Executive’s 's full Base Salary through the Date of Termination, at the rate in effect at the time Notice of Termination is given, to the extent not theretofore paid, (ii) the amount of any bonus, incentive compensation, deferred compensation (including, but not limited to, any supplemental retirement benefits) and other cash compensation earned (and not forfeited hereunder) by the Executive as of the Date of Termination to the extent not theretofore paid and (iii) any vacation pay, expense reimbursements and other cash entitlements accrued by the Executive as of the Date of Termination to the extent not theretofore paid. For purposes of determining an Accrued Obligation under this Section 5, amounts shall be deemed to accrue ratably over the period during which they are earned (and not forfeited hereunder), but no discretionary compensation shall be deemed earned or accrued until it is specifically approved by the Board in accordance with the applicable plan, program or policy, provided that the amounts under Section 3(b) hereof shall be deemed earned and accrued on the last day of the applicable fiscal year.