Common use of Obligations of the Company Upon Termination of Employment Clause in Contracts

Obligations of the Company Upon Termination of Employment. (a) Expiration of Term, By the Company for Cause or by Executive without Good Reason. If Executive's employment shall be terminated: (i) due to and upon expiration of the Term of this Agreement the Company shall pay Executive his full salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, and an amount equal to the product of (x) all bonuses and awards that would have been earned by Executive upon completion of each award cycle that began during the Term but had not been completed as of the Date of Termination, calculated as though the full achievement of all goals and targets relating thereto had been achieved in full and (y) a fraction, the numerator of which shall be the number of days from the beginning of the applicable bonus or award cycle to and including the Date of Termination and the denominator of which shall be the number of days in such cycle; or (ii) if Executive's employment shall be terminated by the Company for Cause or by Executive without Good Reason, then the Company shall pay Executive his Base Salary (at the rate in effect at the time Notice of Termination is given) through the Date of Termination, and the Company shall have no additional obligations to Executive under this Agreement. (b) For any other reason. If Executive's employment shall be terminated for any reason other than those provided in Section 6(a) above, then: (i) the Company shall pay Executive his full salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, and an amount equal to the product of (x) all bonuses and awards that would have been earned by Executive upon completion of each award cycle that began during the Term but had not been completed as of the Date of Termination, calculated as though the full achievement of all goals and targets relating thereto had been achieved in full and (y) a fraction, the numerator of which shall be the number of days from the beginning of the applicable bonus or award cycle to and including the Date of Termination and the denominator of which shall be the number of days in such cycle; and (ii) in lieu of paying any further compensation to Executive for periods subsequent to the Date of Termination, the Company shall pay to the Executive severance payments in the form of continuation of Executive's Base Salary in effect as of the Date of Termination for a period of two (2) years following such Date of Termination (the "Severance Payment Period").

Obligations of the Company Upon Termination of Employment. (a) Expiration of Term, By the Company for Cause or by Executive without Good Reason. If Executive's employment shall be terminated: (i) due to and upon expiration of the Term of this Agreement the Company shall pay Executive his full salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, and an amount equal to the product of (x) all bonuses and awards (other than the Outperformance Award, which remains subject to its terms) in accordance with its terms that would have been earned by Executive upon completion of each award cycle that began during the Term but had not been completed as of the Date of Termination, calculated as though the full achievement of all goals and targets relating thereto had been achieved in full and (y) a fraction, the numerator of which shall be the number of days from the beginning of the applicable bonus or award cycle to and including the Date of Termination and the denominator of which shall be the number of days in such cycle; or (ii) if Executive's employment shall be terminated by the Company for Cause or by Executive without Good Reason, then the Company shall pay Executive his Base Salary (at the rate in effect at the time Notice of Termination is given) through the Date of Termination, and the Company shall have no additional obligations to Executive under this Agreement. (b) For any other reason. If Executive's employment shall be terminated for any reason other than those provided in Section 6(a) above, then: (i) the Company shall pay Executive his full salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, and an amount equal to the product of (x) all bonuses and awards (other than the Outperformance Award, which remains subject to its terms) that would have been earned by Executive upon completion of each award cycle that began during the Term but had not been completed as of the Date of Termination, calculated as though the full achievement of all goals and targets relating thereto had been achieved in full and (y) a fraction, the numerator of which shall be the number of days from the beginning of the applicable bonus or award cycle to and including the Date of Termination and the denominator of which shall be the number of days in such cycle; and (ii) in lieu of paying any further compensation to Executive for periods subsequent to the Date of Termination, the Company shall pay to the Executive severance payments in the form of continuation of Executive's Base Salary in effect as of the Date of Termination for a period of two (2) years following such Date of Termination (the "Severance Payment Period")) and the Outperformance Award in accordance with its terms.

Obligations of the Company Upon Termination of Employment. (a) Expiration of Term, By the Company for Cause or by Executive without Good Reason. If Executive's employment shall be terminated: (i) due to and upon expiration of the Term of this Agreement the Company shall pay Executive his full salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, and an amount equal to the product of (x) all bonuses and awards that would have been earned by Executive upon completion of each award cycle that began during the Term but had not been completed as of the Date of Termination, calculated as though the full achievement of all goals and targets relating thereto had been achieved in full and (y) a fraction, the numerator of which shall be the number of days from the beginning of the applicable bonus or award cycle to and including the Date of Termination and the denominator of which shall be the number of days in such cycle; or (ii) if Executive's employment shall be terminated by the Company for Cause or by Executive without Good Reason, then the Company shall pay Executive his Base Salary (at the rate in effect at the time Notice of Termination is given) through the Date of Termination, and the Company shall have no additional obligations to Executive under this Agreement. (ba) For any other reason. If Executive's employment shall be terminated for any reason other than those provided in Section 6(a) above, then: (i) the Company shall pay Executive his full salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, and an amount equal to the product of (x) all bonuses and awards that would have been earned by Executive upon completion of each award cycle that began during the Term but had not been completed as of the Date of Termination, calculated as though the full achievement of all goals and targets relating thereto had been achieved in full and (y) a fraction, the numerator of which shall be the number of days from the beginning of the applicable bonus or award cycle to and including the Date of Termination and the denominator of which shall be the number of days in such cycle; and (ii) in lieu of paying any further compensation to Executive for periods subsequent to the Date of Termination, the Company shall pay to the Executive severance payments in the form of continuation of Executive's Base Salary in effect as of the Date of Termination for a period of two (2) years following such Date of Termination (the "Severance Payment Period").

Obligations of the Company Upon Termination of Employment. (a) Expiration of Term, By the Company for Cause or by Executive without Good Reason. If Executive's employment shall be terminated: (i) due to and upon Upon expiration of the Term of this Agreement the Company shall pay Executive his full salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, and an amount equal to the product of (x) all bonuses and awards that would have been earned by Executive upon completion of each award cycle that began during the Term but had not been completed as of the Date of Termination, calculated as though the full achievement of all goals and targets relating thereto had been achieved in full and (y) a fraction, the numerator of which shall be the number of days from the beginning of the applicable bonus or award cycle to and including the Date of Termination and the denominator of which shall be the number of days in such cycle; or (ii) if Executive's employment shall be terminated by the Company for Cause or by Executive without Good Reason, then the Company shall pay Executive his Base Salary (at the rate in effect at the time Notice of Termination is given) through the Date of Termination, and the Company shall have no additional obligations to Executive under this Agreement. (b) For any other reason. If Executive's employment shall be terminated for any reason other than those provided in Section 6(a) above, then: (i) the Company shall pay Executive his full salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, and an amount equal to the product of (x) all bonuses and awards that would have been earned by Executive upon completion of each award cycle that began during the Term but had not been completed as of the Date of Termination, calculated as though the full achievement of all goals and targets relating thereto had been achieved in full and (y) a fraction, the numerator of which shall be the number of days from the beginning of the applicable bonus or award cycle to and including the Date of Termination and the denominator of which shall be the number of days in such cycle; and (ii) in lieu of paying any further compensation to Executive for periods subsequent to the Date of Termination, the Company shall pay to the Executive severance payments in the form of continuation of Executive's Base Salary in effect as of the Date of Termination for a period of two (2) years following such Date of Termination (the "Severance Payment Period").

Obligations of the Company Upon Termination of Employment. (a) Expiration of TermTermination for Good Reason or for Reasons Other Than for Cause, By Death or Incapacity. If the Company shall terminate the Executive's employment other than for Cause or by Incapacity or the Executive without shall terminate his or her employment for Good Reason. If Executive's employment shall be terminated: (i) due to and upon expiration of the Term of this Agreement the Company shall pay to the Executive his full in a lump sum in cash (or in stock if provided by a relevant plan), by the later of (I) 30 days after the Date of Termination and (II) 10 business days after execution (without subsequent revocation) by the Executive of the Release required by Section 8(b) of this Agreement, as defined herebelow, the aggregate of the following amounts: (A) the sum of (1) the Executive's currently effective annual base salary through the Date of Termination at to the rate in effect at the time Notice of Termination is givenextent not theretofore paid, and an amount equal to (2) the product of (x) all bonuses and awards that would have been earned by Executive upon completion a bonus ("Annual Bonus") not less than the aggregate amount of each the Executive's highest bonus award cycle that began during under the Term but had not been completed as of Key Employees Incentive Plan or any substitute or successor plan for the last three calendar years preceding the Date of Termination, calculated as though the full achievement of all goals and targets relating thereto had been achieved in full Termination and (y) a fraction, the numerator of which shall be the number of days from the beginning of the applicable bonus or award cycle to and including the Date of Termination and the denominator of which shall be is the number of days in such cycle; or (ii) if Executive's employment shall be terminated by the Company for Cause or by Executive without Good Reason, then the Company shall pay Executive his Base Salary (at the rate in effect at the time Notice of Termination is given) current fiscal year through the Date of Termination, and the Company denominator of which is 365, (3) any compensation previously deferred by the Executive and any amounts matched by the Company, whether vested or unvested (together with any accrued interest or earnings thereon and all amounts attributable thereto, (4) an amount equal to the value of those unvested benefits payable in stock or cash which unvested benefits cannot be the subject of accelerated vesting by reason of the terms of the relevant plans) and (5) any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1) through (5) shall have no additional obligations be hereinafter referred to Executive under this Agreement.as the "Accrued Obligations"); and (b) For any other reason. If Executive's employment shall be terminated for any reason other than those provided in Section 6(a) above, then: (iB) the Company shall pay Executive his full salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, and an amount equal to the product of (1) two and (2) the sum of (x) all bonuses and awards that would have been earned by Executive upon completion of each award cycle that began during the Term but had not been completed as of the Date of Termination, calculated as though the full achievement of all goals and targets relating thereto had been achieved in full Executive's annual base salary and (y) a fractionhis or her Annual Bonus; provided, however that the numerator multiplier in clause (i)(B)(1) of which this Section 4(a) shall be the number of days from the beginning "three" if any such termination of the applicable bonus Executive by the Company for other than Cause or award cycle Incapacity or the Executive for Good Reason were to and including the Date of Termination and the denominator of which shall be the number of days in such cycle; andoccur subsequent to a Disposition Date; (ii) in lieu addition to the retirement benefits to which the Executive is entitled under the Company's Pension-Retirement Plan and Pension Equalization Plan or any successor plans thereto (collectively, the "Pension Plans"), the Company shall pay the Executive the excess of paying (x) the retirement pension which the Executive would have accrued under the terms of the Pension Plans (without regard to any further compensation amendment to Executive for periods the Pension Plans made subsequent to the date hereof, which amendment adversely affects in any manner the computation of retirement benefits thereunder), determined as if the Executive were fully vested thereunder and had accumulated (after the Date of Termination) twenty-four additional months (or thirty-six if such Date of Termination occurs on or after a Disposition Date) of Benefit Accrual Service credit (as such term is defined in the Pension Plans) thereunder and treating the amounts paid under clause (i)(B) of this Section 4(a) as compensation paid during a twenty-four (or thirty-six, as the case may be) month period for purposes of calculating Average Salary and benefits under the Pension Plans, over (y) the retirement pension which the Executive had then accrued pursuant to the provisions of the Pension Plans; (iii) for two years after the Executive's Date of Termination (or three years if such Date of Termination occurs on or after a Disposition Date), or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, 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 benefit plans, programs, practices and policies, including, without limitation, medical, disability, group life, accidental death and travel accident insurance plans and programs, if the Executive's employment had not been terminated or, if more favor- able to the Executive, as in effect generally at any time thereafter, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical benefits under another employer-provided plan, the medical benefits shall be secondary to those provided under such other plan during such applicable period of eligibility and further provided, however, that the rights of the Executive and/or the Executive's family under Section 4980B(f) of the Code shall commence at the end of such two-year (or three-year, as the case may be) period; (iv) the Company shall, at its sole expense as incurred, provide the Executive with reasonable out- placement services for a period of up to two years from the Date of Termination, the provider of which shall be selected by the Executive in his or her sole discretion; (v) the Company shall pay cause to the Executive severance payments in the form of continuation of Executive's Base Salary in effect as of be accelerated and immediately vested and exercisable all unexercised stock options granted before the Date of Termination for a period of two (2) years following Termination, whether or not such options are exercisable on the Date of Termination (Termination, including, without limitation, the "Severance Payment Period").equity retention options granted in 1993, regardless of whether the retention or non-sale conditions thereto have been satisfied;

Obligations of the Company Upon Termination of Employment. 3.1. If by Executive for Good Reason, or by the Company Other Than for Cause, or upon Disability or Death. During the Agreement Term, if Executive shall terminate employment for Good Reason, or if the Company shall terminate Executive’s employment (including termination by reason of a Nonrenewal Notice) other than for Cause, or if Executive’s employment is terminated by reason of Executive’s Disability or death, the Company’s obligations to Executive shall be as follows: (a) Expiration of Term, By the Company for Cause or by Executive without Good Reason. If Executive's employment shall be terminated: (i) due to and upon expiration of the Term of this Agreement the The Company shall immediately pay Executive his full salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, and an a cash amount equal to the product of (x) all bonuses and awards that would have been earned by Executive upon completion of each award cycle that began during the Term but had not been completed as of the Date of Termination, calculated as though the full achievement sum of all goals unpaid amounts of Salary and targets relating thereto had been achieved in full Bonus and all unpaid vacation previously accrued to the benefit of Executive and any rights Executive may have under the terms of applicable welfare and fringe benefit plans and applicable law (y) a fraction, the numerator of which shall be the number of days from the beginning of the applicable bonus or award cycle to and including the Date of Termination and the denominator of which shall be the number of days in such cycle; or (ii) if Executive's employment shall be terminated by the Company for Cause or by Executive without Good Reason, then the Company shall pay Executive his Base Salary (at the rate in effect at the time Notice of Termination is given) through the Date of Termination, and the Company shall have no additional obligations to Executive under this Agreement“Accrued Obligations”). (b) For any other reason. If Executive's employment shall be terminated for any reason other than those provided in Section 6(a) abovea period ending three years after the Termination Date, then: (i) the Company shall pay Executive his full salary through the Date of Termination at the rate in effect at the time Notice of Termination is givenExecutive, and on each normal payroll date (not less frequently than monthly), an amount equal to the product sum of (x) all bonuses and awards that would have been earned Executive’s Salary in effect on the Termination Date plus Target Bonus in an amount equal to 120% of Executive’s Salary, divided by Executive upon completion of each award cycle that began during the Term but had not been completed as of the Date of Termination, calculated as though the full achievement of all goals and targets relating thereto had been achieved in full and (y) a fraction, the numerator of which shall be the number of days from payroll periods in each respective 12-month period during such three-year period. Notwithstanding the beginning foregoing, if on the Termination Date the Company or any other entity that is aggregated with the Company under Section 414(b) or (c) of the applicable bonus Internal Revenue Code of 1986, as amended (the “Code”), has any outstanding stock that is publicly traded on an established securities market or award cycle otherwise, then, in order to and including satisfy the Date requirements of Termination and Section 409A of the denominator of which Code, the following shall apply: (1) The payment to be made on each payroll date shall be treated as a separate payment for purposes of Section 409A. (2) The aggregate amount of all payments, if any, payable after March 15 of the number year following the year that includes the Termination Date (or, if later, the fifteenth day of days the third month after the end of the Company’s fiscal year that includes the Termination Date) but before the date that is six months after the Termination Date (increased by any other amounts of taxable compensation paid to the Executive during such period that would not have been paid but for the termination, including any taxable fringe benefits to which the Executive is entitled under Section 3.1(c) to the extent the total amount of such fringe benefits exceeds the limit in such cycle; and effect under Section 402(g) of the Code in the year of termination, but not including any medical, disability or life insurance benefits) shall not exceed two times the lesser of (i) the Salary on the last day of the year immediately preceding the Termination Date, or (ii) the limit in lieu effect under Section 401(a)(17) of paying any further compensation the Code during the year that includes the Termination Date. (3) To the extent the payments payable during the period described in Subsection 3.1(b)(2) would otherwise exceed the limit of that subsection, such payments shall be reduced, in reverse order of payment, to the extent necessary to satisfy Subsection 3.1(b)(2) and the amount by which the payments are reduced will be paid to Executive for periods subsequent in a lump sum, without interest, six months after the Termination Date. However, if Executive dies during such period, the limits of Subsection 3.1(b)(2) shall not apply to payments to the Date of TerminationExecutive’s Beneficiary, and the amount by which any payments to the Executive were reduced shall be paid to the Beneficiary as soon as practical after Executive’s death. (c) For a period ending three years after the Termination Date, the Company shall pay continue to provide to the Executive severance payments and the Executive’s spouse and children welfare benefits (including, without limitation, medical, prescription, dental, disability, salary continuance, individual life, group life, accidental death and travel accident insurance plans and programs and fringe benefits), which are at least as favorable as the plans provided from time to time by the Company applicable to the most senior executives and their spouses and children generally and in accordance with the form terms of such plans. Executive’s rights under this Section 3.1(c) shall be in satisfaction of any post-termination continuation of Executive's Base Salary in effect as coverage or conversion rights that Executive may have pursuant to applicable law, including without limitation, continuation coverage required by Section 4980B of the Date Code (“COBRA”). If the medical benefits (including dental and prescription) are provided under a self-insured medical plan, then the Executive shall recognize as taxable income for each month during such period an amount equal to the difference between the COBRA premium for such coverage and the amount of Termination premium paid by the Executive, and any applicable taxes shall be withheld from amounts payable under Section 3.1(a), and to the extent the Executive pays any medical expenses for a period which he is entitled to be reimbursed under such plan he shall be reimbursed not later than the last day of two (2) years the year following the year in which he pays such Date of Termination (the "Severance Payment Period")expense.

Obligations of the Company Upon Termination of Employment. (a) Expiration of TermTermination for Good Reason or for Reasons Other Than for Cause, By Death or Incapacity. If the Company shall terminate the Executive's employment other than for Cause or by Incapacity or the Executive without shall terminate his or her employment for Good Reason. If Executive's employment shall be terminated: (i) due to and upon expiration of the Term of this Agreement the Company shall pay to the Executive his full in a lump sum in cash (or in stock if provided by a relevant plan), by the later of (I) 30 days after the Date of Termination and (II) 10 business days after execution (without subsequent revocation) by the Executive of the Release required by Section 8(b) of this Agreement, as defined herebelow, the aggregate of the following amounts: (A) the sum of (1) the Executive's currently effective annual base salary through the Date of Termination at to the rate in effect at the time Notice of Termination is givenextent not theretofore paid, and an amount equal to (2) the product of (x) all bonuses and awards that would have been earned by Executive upon completion a bonus ("Annual Bonus") not less than the aggregate amount of each the Executive's highest bonus award cycle that began during under the Term but had not been completed as of Key Employees Incentive Plan or any substitute or successor plan for the last three calendar years preceding the Date of Termination, calculated as though the full achievement of all goals and targets relating thereto had been achieved in full Termination and (y) a fraction, the numerator of which shall be the number of days from the beginning of the applicable bonus or award cycle to and including the Date of Termination and the denominator of which shall be is the number of days in such cycle; or (ii) if Executive's employment shall be terminated by the Company for Cause or by Executive without Good Reason, then the Company shall pay Executive his Base Salary (at the rate in effect at the time Notice of Termination is given) current fiscal year through the Date of Termination, and the Company denominator of which is 365, (3) any compensation previously deferred by the Executive and any amounts matched by the Company, whether vested or unvested (together with any accrued interest or earnings thereon and all amounts attributable thereto, (4) an amount equal to the value of those unvested benefits payable in stock or cash which unvested benefits cannot be the subject of accelerated vesting by reason of the terms of the relevant plans) and (5) any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1) through (5) shall have no additional obligations be hereinafter referred to Executive under this Agreement.as the "Accrued Obligations"); and (b) For any other reason. If Executive's employment shall be terminated for any reason other than those provided in Section 6(a) above, then: (iB) the Company shall pay Executive his full salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, and an amount equal to the product of (1) two and (2) the sum of (x) all bonuses the Executive's annual base salary and awards (y) his or her Annual Bonus; provided, however that the multiplier in clause (i)(B)(1) of this Section 4(a) shall be "three" if any such termination of the Executive by the Company for other than Cause or Incapacity or the Executive for Good Reason were to occur subsequent to a Disposition Date; (ii) in addition to the retirement benefits to which the Executive is entitled under the Company's Pension-Retirement Plan and Pension Equalization Plan or any successor plans thereto (collectively, the "Pension Plans"), the Company shall pay the Executive the excess of (x) the retirement pension which the Executive would have accrued under the terms of the Pension Plans (without regard to any amendment to the Pension Plans made subsequent to the date hereof, which amendment adversely affects in any manner the computation of retirement benefits thereunder), determined as if the Executive were fully vested thereunder and had accumulated (after the Date of Termination) twenty-four additional months (or thirty-six if such Date of Termination occurs on or after a Disposition Date) of Benefit Accrual Service credit (as such term is defined in the Pension Plans) thereunder and treating the amounts paid under clause (i)(B) of this Section 4(a) as compensation paid during a twenty-four (or thirty-six, as the case may be) month period for purposes of calculating Average Salary and benefits under the Pension Plans, over (y) the retirement pension which the Executive had then accrued pursuant to the provisions of the Pension Plans; (iii) for two years after the Executive's Date of Termination (or three years if such Date of Termination occurs on or after a Disposition Date), or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been earned by Executive upon completion of each award cycle that began during provided to them in accordance with benefit plans, programs, practices and policies, including, without limitation, medical, disability, group life, accidental death and travel accident insurance plans and programs, if the Term but Executive's employment had not been completed terminated or, if more favorable to the Executive, as in effect generally at any time thereafter, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical benefits under another employer-provided plan, the medical benefits shall be secondary to those provided under such other plan during such applicable period of eligibility and further provided, however, that the rights of the Executive and/or the Executive's family under Section 4980B(f) of the Code shall commence at the end of such two-year (or three-year, as the case may be) period; (iv) the Company shall, at its sole expense as incurred, provide the Executive with reasonable outplacement services for a period of up to two years from the Date of Termination, the provider of which shall be selected by the Executive in his or her sole discretion; (v) the Company shall cause to be accelerated and immediately vested and exercisable all unexercised stock options granted before the Date of Termination, whether or not such options are exercisable on the Date of Termination, including, without limitation, the equity retention options granted in 1993, regardless of whether the retention or non-sale conditions thereto have been satisfied; (vi) the Company, if requested within three years of the Date of Termination, calculated as though shall arrange for the full achievement of all goals and targets relating thereto had been achieved in full and (y) a fraction, the numerator of which shall be the number of days from the beginning purchase of the applicable bonus or award cycle to and including principal residence of the Date of Termination Executive and the denominator provision of which shall be relocation benefits to the number of days in such cycle; andExecutive substantially equal to all those provided under the Company's Senior Executive Relocation Program dated April, 1996 under the captions "Selling Your Current Home," "Moving Your Family and Household," and "Tax Allowance"; (iivii) in lieu of paying any further compensation to Executive for periods subsequent to the Date of Terminationextent not theretofore paid or provided, the Company shall timely pay or provide to the Executive severance payments in any other vested amounts or benefits required to be paid or provided or which the form of continuation of Executive's Base Salary in effect as Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Date of Termination for a period of two Company and its affiliates, including earned but unpaid stock and similar compensation (2) years following such Date of Termination (other amounts and benefits shall be hereinafter referred to as the "Severance Payment PeriodOther Benefits").

Obligations of the Company Upon Termination of Employment. (a) Expiration of TermTermination for Good Reason or for Reasons Other Than for Cause, By Death or Incapacity. If the Company shall terminate the Executive's employment other than for Cause or by Incapacity or the Executive without shall terminate his or her employment for Good Reason. If Executive's employment shall be terminated: (i) due to and upon expiration of the Term of this Agreement the Company shall pay to the Executive his full in a lump sum in cash (or in stock if provided by a relevant plan), by the later of (I) 30 days after the Date of Termination and (II) 10 business days after execution (without subsequent revocation) by the Executive of the Release required by Section 8(b) of this Agreement, as defined herebelow, the aggregate of the following amounts: (A) the sum of (1) the Executive's currently effective annual base salary through the Date of Termination at to the rate in effect at the time Notice of Termination is givenextent not theretofore paid, and an amount equal to (2) the product of (x) all bonuses and awards that would have been earned by Executive upon completion a bonus ("Annual Bonus") not less than the aggregate amount of each the Executive's highest bonus award cycle that began during under the Term but had not been completed as of Key Employees Incentive Plan or any substitute or successor plan for the last three calendar years preceding the Date of Termination, calculated as though the full achievement of all goals and targets relating thereto had been achieved in full Termination and (y) a fraction, the numerator of which shall be the number of days from the beginning of the applicable bonus or award cycle to and including the Date of Termination and the denominator of which shall be is the number of days in such cycle; or (ii) if Executive's employment shall be terminated by the Company for Cause or by Executive without Good Reason, then the Company shall pay Executive his Base Salary (at the rate in effect at the time Notice of Termination is given) current fiscal year through the Date of Termination, and the Company denominator of which is 365, (3) any compensation previously deferred by the Executive and any amounts matched by the Company, whether vested or unvested (together with any accrued interest or earnings thereon and all amounts attributable thereto, (4) an amount equal to the value of those unvested benefits payable in stock or cash which unvested benefits cannot be the subject of accelerated vesting by reason of the terms of the relevant plans) and (5) any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1) through (5) shall have no additional obligations be hereinafter referred to Executive under this Agreement.as the "Accrued Obligations"); and (b) For any other reason. If Executive's employment shall be terminated for any reason other than those provided in Section 6(a) above, then: (iB) the Company shall pay Executive his full salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, and an amount equal to the product of (1) two and (2) the sum of (x) all bonuses and awards that would have been earned by Executive upon completion of each award cycle that began during the Term but had not been completed as of the Date of Termination, calculated as though the full achievement of all goals and targets relating thereto had been achieved in full Executive's annual base salary and (y) a fractionhis or her Annual Bonus; provided, however that the numerator multiplier in clause (i)(B)(1) of which this Section 4(a) shall be the number of days from the beginning "three" if any such termination of the applicable bonus Executive by the Company for other than Cause or award cycle Incapacity or the Executive for Good Reason were to and including the Date of Termination and the denominator of which shall be the number of days in such cycle; andoccur subsequent to a Disposition Date; (ii) in lieu addition to the retirement benefits to which the Executive is entitled under the Company's Pension-Retirement Plan and Pension Equalization Plan or any successor plans thereto (collectively, the "Pension Plans"), the Company shall pay the Executive the excess of paying (x) the retirement pension which the Executive would have accrued under the terms of the Pension Plans (without regard to any further compensation amendment to Executive for periods the Pension Plans made subsequent to the date hereof, which amendment adversely affects in any manner the computation of retirement benefits thereunder), determined as if the Executive were fully vested thereunder and had accumulated (after the Date of Termination) twenty-four additional months (or thirty-six if such Date of Termination occurs on or after a Disposition Date) of Benefit Accrual Service credit (as such term is defined in the Pension Plans) thereunder and treating the amounts paid under clause (i)(B) of this Section 4(a) as compensation paid during a twenty-four (or thirty-six, as the case may be) month period for purposes of calculating Average Salary and benefits under the Pension Plans, over (y) the retirement pension which the Executive had then accrued pursuant to the provisions of the Pension Plans; (iii) for two years after the Executive's Date of Termination (or three years if such Date of Termination occurs on or after a Disposition Date), or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, 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 benefit plans, programs, practices and policies, including, without limitation, medical, disability, group life, accidental death and travel accident insurance plans and programs, if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical benefits under another employer-provided plan, the medical benefits shall be secondary to those provided under such other plan during such applicable period of eligibility and further provided, however, that the rights of the Executive and/or the Executive's family under Section 4980B(f) of the Code shall commence at the end of such two-year (or three-year, as the case may be) period; (iv) the Company shall, at its sole expense as incurred, provide the Executive with reasonable out- placement services for a period of up to two years from the Date of Termination, the provider of which shall be selected by the Executive in his or her sole discretion; (v) the Company shall cause to be accelerated and immediately vested and exercisable all unexercised stock options granted before the Date of Termination, whether or not such options are exercisable on the Date of Termination, including, without limitation, the equity retention options granted in 1993, regardless of whether the retention or non-sale conditions thereto have been satisfied; (vi) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive severance payments in any other vested amounts or benefits required to be paid or provided or which the form of continuation of Executive's Base Salary in effect as Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Date of Termination for a period of two Company and its affiliates, including earned but unpaid stock and similar compensation (2) years following such Date of Termination (other amounts and benefits shall be hereinafter referred to as the "Severance Payment PeriodOther Benefits").