Common use of Payments on Termination Clause in Contracts

Payments on Termination. In the event that this Agreement and the employment contemplated hereunder are terminated pursuant to Article 4.01, the Employee shall be entitled to the payments and benefits provided in this Article 4.02 (subject to Articles 4.03 and 4.04 below), and the Employer shall have no further obligation to the Employee under this Agreement except as expressly provided in this Article 4.02. (a) Upon termination for any reason, the Employee shall receive any accrued and unpaid Base Salary, accrued and unpaid Entitlement for any completed fiscal year, and accrued and unpaid reimbursements (including tax equalization payments, if applicable) pursuant to this Agreement, in each case as of the date of such termination, as well as any earned or accrued benefits to which the Employee may be entitled under any benefit plan maintained by the Employer. (b) Solely in the event of termination by the Employer without Cause pursuant to Article 4.01(f), and subject to the requirements of Article 4.04, the Employee shall be entitled to the following: (i) continued payments of Base Salary for a period of twelve (12) months after the date of the notice of termination; (ii) continued full participation in the Employer’s benefit programs (including full reimbursement for all health, dental, and vision expenses, but excluding participation in the Employer’s short or long term disability plans) for a period of twelve (12) months; (iii) continuation of automobile allowance as well as automobile operating expense reimbursement pursuant to Article 3.04 for a period of twelve (12) months after the date of termination; and (iv) if Employee is terminated other than on December 31st in any year, a payment equal to the Entitlement Employee would otherwise have received for such year but for the termination (based on the Employer’s achievement of target EBITDA or other applicable target) multiplied by a fraction, the numerator of which is the number of months in the fiscal year for which Employee was employed (including any month in which 11 or more days are worked) and the denominator of which is 12, which shall be paid at such time as the Entitlement would otherwise have been payable under this Agreement.

Payments on Termination. In the event that this Agreement and the employment contemplated hereunder are terminated pursuant to Article 4.01, the Employee shall be entitled to the following payments and benefits provided in this Article 4.02 (subject to Articles 4.03 and 4.04 below), and the Employer shall have no further obligation to the Employee under this Agreement except as expressly provided in this Article 4.02.upon termination of his employment: (a) Upon termination If Employee's employment is terminated under Section 8(a)(i) above (by reason of death), or if Employee's employment is terminated by Employee or the Company under Section 8(a)(iii) above (no extension), or if Employee's employment is terminated (either voluntarily by Employee or for any reason, the Employee shall receive any accrued and unpaid Base Salary, accrued and unpaid Entitlement for any completed fiscal year, and accrued and unpaid reimbursements (including tax equalization payments, if applicable) pursuant to this Agreement, in each case as of the date of such termination, as well as any earned or accrued benefits to which the Employee may be entitled under any benefit plan maintained Cause by the Employer. (bCompany) Solely in the event of termination by the Employer without Cause pursuant to Article 4.01(f)under Section 8(a)(iv) above, and subject to the requirements of Article 4.04, the then Employee shall be entitled to the following: cash compensation under Section 3(a) above, and the benefits and reimbursement to which Employee is entitled under Sections 5 and 6 above, through the date of termination of employment. (ib) continued payments of Base Salary If Employee's employment is terminated under Section 8(a)(ii) above (disability), or by the Company without Cause under Section 8(a)(iv) above, Employee shall be entitled to the cash compensation payable under Section 3(a) above, and the benefits and reimbursement to which Employee is entitled under Section 5 above, for a period of twelve one year following the effectiveness of such termination of employment; provided, however, that in the event termination of employment occurs during the initial Employment Period, such payments and benefits shall continue for the longer of (12i) months after the date balance of the notice of termination; initial Employment Period, or (ii) continued full participation in the Employer’s benefit programs one year following termination. (including full reimbursement for all health, dental, and vision expenses, but excluding participation in the Employer’s short or long term disability plansc) for a period of twelve (12) months; (iii) continuation of automobile allowance as well as automobile operating expense reimbursement pursuant to Article 3.04 for a period of twelve (12) months after the date of termination; and (iv) if Employee If Employee's employment is terminated after a Change of Control under Section 8(a)(v) above (by Employee for Good Reason; by the Company other than on December 31st in any yearfor Cause), Employee shall be entitled to a cash payment equal to 200% of the Entitlement Employee would otherwise have received for annual base salary under Section 3(a) above then in effect; provided, that if such year but for termination occurs during the initial Employment Period, then there shall be added to such payment the amount, if any, by which the present value of the payments provided in Section 9(b) above (determined as of the termination (based on date) exceed 200% of Employee's then annual base salary. In the Employer’s achievement of target EBITDA or other applicable target) multiplied by a fraction, event the numerator of which is the number of months in the fiscal year for which Employee was employed (including any month in which 11 or more days are worked) and the denominator of which is 12, which shall be paid at such time as the Entitlement would otherwise have been payable payments required under this Agreement, when added together with any other amounts required to be included by Employee under the provisions of the Internal Revenue Code of 1986, as amended, result in an "Excess Parachute Payment," as that term is defined in Section 280G of the Code, then the amount of the payments provided for in this Agreement shall be reduced in an amount which eliminates any and all excise tax to be imposed under Section 4999 (or any successor thereto) of the Code.

Payments on Termination. In the event that this Agreement and the employment contemplated hereunder are terminated pursuant to Article 4.01, the Employee shall be entitled to the payments and benefits provided in this Article 4.02 (subject to Articles 4.03 and 4.04 below), and the Employer shall have no further obligation to the Employee under this Agreement except as expressly provided in this Article 4.02. (a) Upon termination for any reason, the Employee shall receive any accrued and unpaid Base Salary, accrued and unpaid Entitlement for any completed fiscal year, and accrued and unpaid reimbursements (including tax equalization payments, if applicable) pursuant to this Agreement, in each case as of the date of such termination, as well as any earned or accrued benefits to which the Employee may be entitled under any benefit plan maintained by the Employer. (b) Solely in the event of termination by the Employer without Cause pursuant to Article 4.01(f), and subject to the requirements of Article 4.04, the Employee shall be entitled to the following: (i) continued payments the sum of Base Salary One Million Five Hundred Thousand Dollars ($1,500,000), in the aggregate, payable in monthly equal monthly installments for a period of twelve (12) months after the date of the notice of termination; (ii) continued full participation in the Employer’s benefit programs (including full reimbursement for all health, dental, and vision expenses, but excluding participation in the Employer’s short or long term disability plans) for a period of twelve (12) months; (iii) continuation of automobile allowance as well as automobile operating expense reimbursement pursuant to Article 3.04 for a period of twelve (12) months after the date of termination; and (iv) if Employee is terminated other than on December 31st in any year, a payment equal to the Entitlement Employee would otherwise have received for such year but for the termination (based on the Employer’s achievement of target EBITDA or other applicable target) multiplied by a fraction, the numerator of which is the number of months in the fiscal year for which Employee was employed (including any month in which 11 or more days are worked) and the denominator of which is 12, which shall be paid at such time as the Entitlement would otherwise have been payable under this Agreement.

Payments on Termination. In the event that this Agreement and the employment contemplated hereunder are terminated pursuant to Article 4.01, the Employee shall be entitled to the following payments and benefits provided in this Article 4.02 (subject to Articles 4.03 and 4.04 below), and the Employer shall have no further obligation to the Employee under this Agreement except as expressly provided in this Article 4.02.upon termination of his Employment: (a) Upon termination If Employee's employment is terminated under Section 10(a)(i) above, or if Employee's employment is terminated by Employee under Section 10(a)(iii) above, or if Employee's employment is terminated for any reasonCause by the Company under Section 10(a)(iv) above, then the Employee shall receive any accrued and unpaid Base Salary, accrued and unpaid Entitlement for any completed fiscal yearcash compensation under Section 3(a) above, and accrued the benefits to which Employee is entitled under Sections 4 and unpaid reimbursements (including tax equalization payments5 above, if applicable) pursuant to this Agreement, in each case as of shall cease on the date of such termination, as well as any earned or accrued benefits to which the Employee may be entitled under any benefit plan maintained by the Employertermination of employment. (b) Solely in the event of termination If Employee's employment is terminated under Section 10(a)(ii) above, or by the Employer Company without Cause pursuant to Article 4.01(f)under Section 10(a)(iv) above, and subject to the requirements of Article 4.04, the Employee shall be entitled to the following: cash compensation payable under Section 3(a) above, 5 continuation of the benefits referred to in Sections 4(a) and 5 above (isubject to the provisions below regarding the Company medical plan), and continuation of the life insurance benefits referred to in Section 4(b) continued payments of Base Salary above, for a period of twelve (12one year following the effectiveness of such termination of employment; and provided, further, that the benefits provided under Section 4(a) months above shall continue for the period determined as aforesaid but not after Employee shall be effectively provided with substantially equivalent such benefits by another employer. In the event termination of employment occurs under Section 10(a)(ii) above, the payments made by the Company as aforesaid shall be reduced by any payments made to Employee under the Company's long-term disability policy. In addition, Employee shall be entitled to receive any bonus earned by Employee under Section 3(b) above through the date of the notice termination of termination; (ii) continued full participation in the Employer’s benefit programs (including full reimbursement for all health, dental, and vision expenses, but excluding participation in the Employer’s short or long term disability plans) for a period of twelve (12) months; (iii) continuation of automobile allowance as well as automobile operating expense reimbursement pursuant to Article 3.04 for a period of twelve (12) months after the date of termination; and (iv) if Employee is terminated other than on December 31st in any year, a payment equal to the Entitlement Employee would otherwise have received for such year but for the termination (based on the Employer’s achievement of target EBITDA or other applicable target) multiplied by a fraction, the numerator of which is the number of months in the fiscal year for which Employee was employed (including any month in which 11 or more days are worked) and the denominator of which is 12, which shall be paid employment payable at such time as any like bonuses are paid by the Entitlement would otherwise have been payable under this AgreementCompany generally, and outplacement services (including an office) with a firm designated by the Employee and approved by the Company for a period not to exceed twelve months, and Company medical plan benefits as contemplated in Section 5, above, for a period not to exceed twenty-four months.

Payments on Termination. In the event that this Agreement and the employment contemplated hereunder are terminated pursuant to Article 4.01, the Employee shall be entitled to the payments and benefits provided in this Article 4.02 (subject to Articles 4.03 and 4.04 below), and the Employer shall have no further obligation to the Employee under this Agreement except as expressly provided in this Article 4.02. (a) Upon termination for any reason, the Employee shall receive any accrued and unpaid Base Salary, accrued and unpaid Entitlement for any completed fiscal year, and accrued and unpaid reimbursements (including tax equalization payments, if applicable) pursuant to this Agreement, in each case as of the date of such termination, as well as any earned or accrued benefits to which the Employee may be entitled under any benefit plan maintained by the Employer. (b) Solely in the event of termination by the Employer without Cause pursuant to Article 4.01(f), and subject to the requirements of Article 4.04, the Employee shall be entitled to the following: (i) continued payments of Base Salary for a period of twelve eighteen (1218) months after the date of the notice of termination; (ii) continued full participation in the Employer’s benefit programs (including full reimbursement for all health, dental, and vision expenses, but excluding participation in the Employer’s short or long term disability plans) for a period of twelve eighteen (1218) months; (iii) continuation of automobile allowance as well as automobile operating expense reimbursement pursuant to Article 3.04 for a period of twelve eighteen (1218) months after the date of termination; and (iv) if Employee is terminated other than on December 31st in any year, a payment equal to the Entitlement Employee would otherwise have received for such year but for the termination (based on the Employer’s achievement of target EBITDA or other applicable target) multiplied by a fraction, the numerator of which is the number of months in the fiscal year for which Employee was employed (including any month in which 11 or more days are worked) and the denominator of which is 12, which shall be paid at such time as the Entitlement would otherwise have been payable under this Agreement.

Payments on Termination. In the event that this Agreement and the employment contemplated hereunder are terminated pursuant to Article 4.01, the Employee shall be entitled to the payments and benefits provided in this Article 4.02 (subject to Articles 4.03 and 4.04 below), and the Employer shall have no further obligation to the Employee under this Agreement except as expressly provided in this Article 4.02. (a) Upon termination for any reason, the Employee shall receive any accrued and unpaid Base Salary, accrued and unpaid Entitlement for any completed fiscal year, and accrued and unpaid reimbursements (including tax equalization payments, if applicable) pursuant to this Agreement, in each case as of the date of such termination, as well as any earned or accrued benefits to which the Employee may be entitled under any benefit plan maintained by the Employer. (b) Solely in the event of termination by the Employer without Cause pursuant to Article 4.01(f), and subject to the requirements of Article 4.04, the Employee shall be entitled to the following: (i) continued payments of Base Salary for a period of twelve eighteen (1218) months after the date of the notice of termination; (ii) continued full participation in the Employer’s benefit programs (including full reimbursement for all health, dental, and vision expenses, but excluding participation in the Employer’s short or long term disability plans) for a period of twelve eighteen (1218) months; and (iii) continuation of automobile allowance as well as automobile operating expense reimbursement pursuant to Article 3.04 for a period of twelve (12) months after the date of termination; and (iv) if Employee is terminated other than on December 31st in any year, a payment equal to the Entitlement Employee would otherwise have received for such year but for the termination (based on the Employer’s achievement of target EBITDA or other applicable target) multiplied by a fraction, the numerator of which is the number of months in the fiscal year for which Employee was employed (including any month in which 11 or more days are worked) and the denominator of which is 12, which shall be paid at such time as the Entitlement would otherwise have been payable under this Agreement.

Payments on Termination. In the event that this Agreement and the employment contemplated hereunder are terminated pursuant to Article 4.01, the Employee shall be entitled to the following payments and benefits provided in this Article 4.02 (subject to Articles 4.03 and 4.04 below), and the Employer shall have no further obligation to the Employee under this Agreement except as expressly provided in this Article 4.02.upon termination of his Employment: (a) Upon termination If Employee's employment is terminated under Section 10(a)(i) above, or if Employee's employment is terminated by Employee under Section 10(a)(iii) above, or if Employee's employment is terminated (either voluntarily by Employee or for any reason, the Employee shall receive any accrued and unpaid Base Salary, accrued and unpaid Entitlement for any completed fiscal year, and accrued and unpaid reimbursements (including tax equalization payments, if applicable) pursuant to this Agreement, in each case as of the date of such termination, as well as any earned or accrued benefits to which the Employee may be entitled under any benefit plan maintained Cause by the Employer. (bCompany) Solely in the event of termination by the Employer without Cause pursuant to Article 4.01(f)under Section 10(a)(iv) above, and subject to the requirements of Article 4.04, the then Employee shall be entitled to the following: cash compensation under Section 3(a) above, and the benefits to which Employee is entitled under Sections 4 and 5 above, through the date of termination of employment. (ib) continued payments If Employee's employment is terminated under Section 10(a)(ii) above, or by the Company, either without Cause under Section 10(a)(iv) above or pursuant to Section 10(a)(iii) above, Employee shall be entitled to the cash compensation payable under Section 3(a) above, continuation of Base Salary the benefits referred to in Sections 4(i), 4(iii) and 5 above, and payment of premiums due on the life insurance policy referred to in Section 4 above, for a period of twelve one year following the effectiveness of such termination of employment; provided, however, that in the event termination of employment occurs during the Initial Employment Period, such payments and benefits shall continue for the longer of one year following termination, or the balance of the Initial Employment Period; and provided, further, that the benefits provided under Section 4(i) and (12iii) months above shall continue for the period determined as aforesaid but not after Employee shall be effectively provided with substantially equivalent such benefits by another employer. In the event termination of employment occurs under Section 10(a)(ii) above, the payments made by the Company as aforesaid shall be reduced by any payments made to Employee under the Company's long-term disability policy. In addition, Employee shall be entitled to receive any bonus earned by Employee under Section 3(c) above through the date of the notice termination of termination; (ii) continued full participation in the Employer’s benefit programs (including full reimbursement for all health, dental, and vision expenses, but excluding participation in the Employer’s short or long term disability plans) for a period of twelve (12) months; (iii) continuation of automobile allowance as well as automobile operating expense reimbursement pursuant to Article 3.04 for a period of twelve (12) months after the date of termination; and (iv) if Employee is terminated other than on December 31st in any year, a payment equal to the Entitlement Employee would otherwise have received for such year but for the termination (based on the Employer’s achievement of target EBITDA or other applicable target) multiplied by a fraction, the numerator of which is the number of months in the fiscal year for which Employee was employed (including any month in which 11 or more days are worked) and the denominator of which is 12, which shall be paid employment payable at such time as any like bonuses are paid by the Entitlement would otherwise have been payable under this AgreementCompany generally, and outplacement services (including an office) with a firm designated by the Employee and approved by the Company for a period not to exceed twelve months.

Payments on Termination. In the event that this Agreement and the employment contemplated hereunder are terminated pursuant to Article 4.01, the Employee shall be entitled to the following payments and benefits provided in this Article 4.02 (subject to Articles 4.03 and 4.04 below), and the Employer shall have no further obligation to the Employee under this Agreement except as expressly provided in this Article 4.02.upon termination of his Employment: (a) Upon termination If Employee's employment is terminated under Section 10(a)(i) above, or if Employee's employment is terminated by Employee under Section 10(a)(iii) above, or if Employee's employment is terminated for any reasonCause by the Company under Section 10(a)(iv) above, then the Employee shall receive any accrued and unpaid Base Salary, accrued and unpaid Entitlement for any completed fiscal yearcash compensation under Section 3(a) above, and accrued the benefits to which Employee is entitled under Sections 4 and unpaid reimbursements (including tax equalization payments5 above, if applicable) pursuant to this Agreement, in each case as of shall cease on the date of such termination, as well as any earned or accrued benefits to which the Employee may be entitled under any benefit plan maintained by the Employertermination of employment. (b) Solely in the event of termination If Employee's employment is terminated under Section 10(a)(ii) above, or by the Employer Company without Cause pursuant to Article 4.01(f)under Section 10(a)(iv) above, and subject to the requirements of Article 4.04, the Employee shall be entitled to the following: cash compensation payable under Section 3(a) above, continuation of the benefits referred to in Sections 4 and 5 above (i) continued payments of Base Salary subject to the provisions below regarding the Company medical plan), for a period of twelve (12one year following the effectiveness of such termination of employment; and provided, further, that the benefits provided under Section 4 above shall continue for the period determined as aforesaid but not after Employee shall be effectively provided with substantially equivalent benefits by another employer. In the event termination of employment occurs under Section 10(a)(ii) months after above, the payments made by the Company as aforesaid shall be reduced by any payments made to Employee under the Company's long-term disability policy. In addition, Employee shall be entitled to receive any bonus earned by Employee under Section 3(b) above through the date of the notice termination of termination; (ii) continued full participation in the Employer’s benefit programs (including full reimbursement for all health, dental, and vision expenses, but excluding participation in the Employer’s short or long term disability plans) for a period of twelve (12) months; (iii) continuation of automobile allowance as well as automobile operating expense reimbursement pursuant to Article 3.04 for a period of twelve (12) months after the date of termination; and (iv) if Employee is terminated other than on December 31st in any year, a payment equal to the Entitlement Employee would otherwise have received for such year but for the termination (based on the Employer’s achievement of target EBITDA or other applicable target) multiplied by a fraction, the numerator of which is the number of months in the fiscal year for which Employee was employed (including any month in which 11 or more days are worked) and the denominator of which is 12, which shall be paid employment payable at such time as any like bonuses are paid by the Entitlement would otherwise have been payable Company generally. (c) If Employee's employment is terminated either voluntarily or involuntarily due to a "Change in Control" as defined by the Securities and Exchange Commission, no payments shall be paid under this Agreement. Employee shall be entitled to payments agreed to in a separate letter agreement regarding "Change in Control" dated August 9, 2000.

Payments on Termination. i. In the event that this Agreement and the employment contemplated hereunder are terminated of a termination pursuant to Article 4.01Section 8(a)(v) “without cause” or pursuant to Section 8(a)(vi) for “good reason”, the (a) Employee shall be entitled to the payments and benefits provided in this Article 4.02 receive (subject to Articles 4.03 and 4.04 below), and the Employer shall have no further obligation to the Employee under this Agreement except as expressly provided in this Article 4.02. (aA) Upon termination for any reason, the Employee shall receive any accrued and but unpaid Base Salary, accrued and unpaid Entitlement for any completed fiscal year(B) theretofore unreimbursed expenses, and accrued and unpaid reimbursements (including tax equalization paymentsC) the following: (A) a lump sum payment of fifty percent (50%) of each EBITDA Bonus (on the basis that Parent exceeds the E Target by five percent (5%)) that would have been earned through the conclusion of the Term, if applicableany, as if this Agreement had not been terminated and (B) pursuant a lump-sum payment equal to fifty percent (50%) of the balance of the Base Salary still owing to Employee under Section 2 hereof at the time of termination as if this AgreementAgreement had not been terminated, in each case as payable within ten (10) business days of such separation (subject to Section 8(f)), but in no event will this payment be less than the greater of either (X) six (6) months’ Base Salary or (Y) the amount Employee would receive from Parent’s severance policy for non-contract employees that is currently in effect at the time of termination. In addition, (A) all unvested Options that would vest on the next vesting date, and fifty percent (50%) of the date of Options that would vest on the subsequent vesting date, will vest upon such termination, as well as (B) all Performance RSUs that would vest on the next vesting date will vest if earned (provided that any earned or accrued benefits performance components directly tied to which the Employee may Employee’s individual performance will be entitled under any benefit plan maintained by the Employer. (b) Solely in the event of termination by the Employer without Cause pursuant to Article 4.01(fignored), (C) if termination is during the first year of the Term, seventy- Mr. Jxxxxx Xxxxx September 10, 2007 Page 13 of 20 five percent (75%) of the Time-Based RSUs that would vest on the next vesting date will vest upon such termination, and subject to the requirements of Article 4.04, the Employee shall be entitled to the following: (iD) continued payments of Base Salary for a period of twelve (12) months if termination is after the date first (1st) year of the notice of termination; (ii) continued full participation in Term, all Time-Based RSUs that would vest on the Employer’s benefit programs (including full reimbursement for all health, dentalnext vesting date, and vision expenses, but excluding participation in fifty percent (50%) of the Employer’s short or long term disability plans) for a period of twelve (12) months; (iii) continuation of automobile allowance as well as automobile operating expense reimbursement pursuant to Article 3.04 for a period of twelve (12) months after the date of termination; and (iv) if Employee is terminated other than on December 31st in any year, a payment equal to the Entitlement Employee Time-Based RSUs that would otherwise have received for such year but for the termination (based vest on the Employer’s achievement of target EBITDA or other applicable target) multiplied by a fractionsubsequent vesting date, the numerator of which is the number of months in the fiscal year for which Employee was employed (including any month in which 11 or more days are worked) and the denominator of which is 12, which shall be paid at will vest upon such time as the Entitlement would otherwise have been payable under this Agreementtermination.