Common use of Payment Upon Termination of Employment Clause in Contracts

Payment Upon Termination of Employment. 14.1. If Executive’s employment is involuntarily terminated during the Initial Term at the initiative of the Company for any reason other than Cause, Executive’s death or Disability, then, in addition to such compensation that has been earned but not paid to Executive as of the Executive’s Termination Date (“Accrued Compensation”), and subject to the conditions outlined below, the Company will continue to pay Executive his then-current Base Salary for the remainder of the Initial Term. The Company will pay the separation payments under this Section 14.1 to Executive in substantially equal installments in accordance with the Company’s regular payroll practices and schedule, commencing on the first payroll date following the Termination Date and continuing for the remainder of the Initial Term; provided, however, that any installments that otherwise would be payable on the Company’s regular payroll dates between the Termination Date and the fortieth (40th) calendar day after the Termination Date will be delayed until the Company’s first regular payroll date that is more than forty (40) days after the Termination Date and included with the installment payable on such payroll date. 14.2. If Executive’s employment is involuntarily terminated following the Initial Term at the initiative of the Company for any reason other than Cause, Executive’s death or Disability, then, in addition to the Accrued Compensation, and subject to the conditions outlined below, the Company will continue to pay Executive his then-current Base Salary for a period of 12 months following the Termination Date. The Company will pay the separation payments under this Section 14.2 to Executive in substantially equal installments in accordance with the Company’s regular payroll practices and schedule, commencing on the first payroll date following the Termination Date and continuing for the remainder of the 12-month period following the Termination Date; provided, however, that any installments that otherwise would be payable on the Company’s regular payroll dates between the Termination Date and the fortieth (40th) calendar day after the Termination Date will be delayed until the Company’s first regular payroll date that is more than forty (40) days after the Termination Date and included with the installment payable on such payroll date. 14.3. The Company and Executive intend that the separation pay provided under this Section 14 shall be exempt from Section 409A of the Internal Revenue Code (the “Code”) as a “separation pay plan due to involuntary separation from service” under Treas. Reg. § 1.409A-1(b)(9)(iii) and/or a short-term deferral under Treas. Reg. § 1.409A-1(b)(4). 14.4. Notwithstanding anything above to the contrary, the Company will not be obligated to provide the separation pay to Executive under Section 14.1 or Section 14.2 unless: (i) Executive (or Executive’s personal representative or guardian, as applicable) has signed a release of claims in favor of the Company and its affiliates and related entities, and their directors, officers, insurers, employees and agents, in a form prescribed by the Company; (ii) all applicable rescission periods provided by law for releases of claims have expired and Executive (or Executive’s personal representative or guardian, as applicable) has not rescinded the release of claims; and (iii) Executive is in strict compliance with the terms of this Agreement and any other written agreements between the Company and Executive as of the dates of such payments. 14.5. For the purposes of this Section 14, the following terms shall have the meaning outlined below:

Payment Upon Termination of Employment. 14.1Section 1 The Board shall make a payment to eligible bargaining unit employees upon final termination of employment. If Executive’s Final termination of employment is involuntarily terminated during the Initial Term at the initiative of the Company shall occur for any reason other than Cause, Executive’s death or Disability, then, in addition to such compensation that has been earned but not paid to Executive as of the Executive’s Termination Date (“Accrued Compensation”), and subject to the conditions outlined below, the Company will continue to pay Executive his then-current Base Salary for the remainder of the Initial Term. The Company will pay the separation payments under this Section 14.1 to Executive in substantially equal installments in accordance with the Company’s regular payroll practices and schedule, commencing on the first payroll date following the Termination Date and continuing for the remainder of the Initial Term; provided, however, that any installments that otherwise would be payable on the Company’s regular payroll dates between the Termination Date and the fortieth (40th) calendar day after the Termination Date will be delayed until the Company’s first regular payroll date that is more than forty (40) days after the Termination Date and included with the installment payable on such payroll date. 14.2. If Executive’s employment is involuntarily terminated following the Initial Term at the initiative of the Company for any reason other than Cause, Executive’s death or Disability, then, in addition to the Accrued Compensation, and subject to the conditions outlined below, the Company will continue to pay Executive his then-current Base Salary for a period of 12 months following the Termination Date. The Company will pay the separation payments under this Section 14.2 to Executive in substantially equal installments in accordance with the Company’s regular payroll practices and schedule, commencing on the first payroll date following the Termination Date and continuing for the remainder of the 12-month period following the Termination Date; provided, however, that any installments that otherwise would be payable on the Company’s regular payroll dates between the Termination Date and the fortieth (40th) calendar day after the Termination Date will be delayed until the Company’s first regular payroll date that is more than forty (40) days after the Termination Date and included with the installment payable on such payroll date. 14.3. The Company and Executive intend that the separation pay provided under this Section 14 shall be exempt from Section 409A of the Internal Revenue Code (the “Code”) as a “separation pay plan due to involuntary separation from service” under Treas. Reg. § 1.409A-1(b)(9)(iii) and/or a short-term deferral under Treas. Reg. § 1.409A-1(b)(4). 14.4. Notwithstanding anything above to the contrary, the Company will not be obligated to provide the separation pay to Executive under Section 14.1 or Section 14.2 unless: (i) Executive (or Executive’s personal representative or guardian, as applicable) has signed a release of claims in favor of the Company and its affiliates and related entities, and their directors, officers, insurers, employees and agents, in a form prescribed by the Company; (ii) all applicable rescission periods provided by law for releases of claims have expired and Executive (or Executive’s personal representative or guardian, as applicable) has not rescinded the release of claims; and (iii) Executive is in strict compliance with the terms of this Agreement and any other written agreements between the Company and Executive as of the dates of such payments. 14.5. For the purposes of this Article in the event of any of the following: The Board states through its representatives at the time of a termination that it is final within the meaning of this Article. The Board discharges the employee for cause. The Board maintains an employee on a lay-off for lack of work status for a period in excess of that during which the employee has seniority rights under Article XIII Section 143 of this Agreement; or The employee voluntarily terminates employment with the Board. Bargaining unit employees hired on or after December 12, 2011 shall not be eligible for the termination payment provided for in this Article. Bargaining unit employees hired on or after December 10, 2001 but prior to December 12, 2011 shall not be eligible for the termination payment provided for in Section 2 of this Article but instead be eligible for a termination payment as follows: 30 times the employee's regularly scheduled daily rate of pay when the employee last worked. Section 2 To be eligible for payment under this Article, an employee must have fifteen (15) years of system- wide continuous service with the Board in a bargaining unit position as of the last day of the employee's actual work. Payment when due shall be calculated by multiplying 77 times the employee's regularly scheduled daily rate of pay when the employee last worked. The payment provided for herein for those employees who work thirty (30) hours per week and who participate in the Town of Guilford Pension Plan shall be calculated by multiplying 30 times the employee's regularly scheduled daily rate of pay. Section 3 An employee shall not be eligible to receive a payment under this Article, if upon termination the employee is offered and accepts a comparable non-bargaining unit position with the Board. The payment will be made, however, upon final termination (as defined above) from the new position, at the employee's last bargaining unit rate or the new rate, whichever is higher. Section 4 If an employee who has received payment under this Article is rehired or reinstated by the Board, the following terms employee shall not be eligible for payment under this Article upon a subsequent termination. However, any bargaining unit employee who received a payment pursuant to this article, as a result of the Board of Education's decision to terminate cafeteria operations in 1991, will have the amount of such payment credited against any future obligation of the Board to make a payment to such employee upon termination of such employees' employment with the Board. Section 5 After ten (10) years of system-wide continuous service with the Board in a bargaining unit position, an employee whose employment is terminated due to physical or mental incapacity to perform normal job responsibilities, as shown by competent medical opinion, shall be eligible for full payment under this Article. The Board shall have the meaning outlined below:right to have such employee examined by a physician of its choosing, at Board expense.