Common use of Payments to Executive Upon Termination of This Agreement Clause in Contracts

Payments to Executive Upon Termination of This Agreement. (i) In the event this Agreement is terminated prior to the expiration of the Term by the Company without Cause, or by Executive for Good Reason, the Company shall pay to Executive: (a) in a lump sum, within thirty (30) days after the Termination Date, Executive’s accrued but unpaid Base Salary as of the Termination Date; (b) in a lump sum, within thirty (30) days after the Termination Date, any earned but unpaid Bonus as of the Termination Date; (c) in a lump sum, within thirty (30) days after the Termination Date, an amount equal to any costs or expenses incurred by Executive prior to the Termination Date which are reimbursable pursuant to Section 4(A); (d) any amounts that would have been payable for Executive’s health insurance or any other benefit plans of the Company in which Executive participates (only to the extent allowable under law) through the remainder of the Term had Executive’s employment not been terminated, in accordance with the terms of the applicable health insurance policy or such other plan, but without duplication; and (e) within sixty (60) days after the Termination Date, a lump sum cash payment equal to the product of one week of the Base Salary in effect on the Termination Date multiplied by the number of full months that the Employee was employed by the Company or ATPA; provided, however, in no event shall Executive receive a payment under subparagraph (d) in an amount less than three months of the Base Salary in effect on the Termination Date. (ii) If within twelve (12) months following a Change of Control occurring during the Term, the employment of Executive hereunder is terminated by the Company without Cause or Employee terminates his employment for Good Reason, the Company shall pay to Executive: (a) in a lump sum, within thirty (30) days after the Termination Date, Executive’s accrued but unpaid Base Salary as of the Termination Date; (b) in a lump sum, within thirty (30) days after the Termination Date, any earned but unpaid Bonus as of the Termination Date; (c) in a lump sum, within thirty (30) days after the Termination Date, an amount equal to any costs or expenses incurred by Executive prior to the Termination Date which are reimbursable pursuant to Section 4(A); (d) any amounts that would have been payable for the Executive’s health insurance or any other benefit plans of the Company in which Executive participates (only to the extent allowable by law) through the remainder of the Term had Executive’s employment not been terminated, in accordance with the terms of the applicable insurance policy or such other plan, but without duplication; and (e) within sixty (60) days after the Termination Date, a lump sum cash payment in an amount equal to one year’s Base Salary in effect on the Termination Date. (iii) If the Company or any present or future Affiliate of the Company (a) during the Term enters into a binding written agreement to engage in a transaction which, if consummated, would result in a Change of Control; (b) such transaction is consummated within twelve (12) months after the last date of the Term; and (c) subsequent to entering into such agreement the Company terminates the employment of Executive without Cause or Executive terminates his employment for Good Reason, the Company shall pay to Employee an amount equal to the payments set forth in Section 5(b)(ii) hereof. (iv) In the event this Agreement is terminated prior to the expiration of the Term by the Company for Cause or due to Executive’s death or Disability, the Company shall pay to Executive, within thirty (30) days after the Termination Date: (a) in a lump sum, an amount equal to Executive’s accrued but unpaid Base Salary and Bonus as of the Termination Date; (b) in a lump sum, reimbursement for any reimbursable business expenses incurred in accordance with this Agreement prior to the Termination Date; and (c) any amounts or benefits due through the Termination Date under this Agreement and any health insurance policy applicable to Executive or any other benefit plan of the Company in which Executive participates (only to the extent allowable under law) in accordance with the terms of such policy, but without duplication. (v) As consideration for the payments under Sections 5(B)(i), (ii) or (iii), Executive shall execute and deliver to the Company a release of any and all claims against the Company and any Affiliate of the Company (excluding any claim for such payments) in form and substance reasonably satisfactory to the Company. (vi) If, at the time Executive’s employment with the Company is terminated, Executive is a “specified employee” under section 409A of the Internal Revenue Code of 1986 (as amended, the “Code”) and payments herein would result in a violation of Section 409A of the Code, any such payment shall be delayed until the first day after the six month anniversary of the date of such termination.

Payments to Executive Upon Termination of This Agreement. (i) In the event this Agreement is terminated prior to the expiration of the Term by the Company without Cause, or by Executive for Good Reason, the Company shall pay to Executive: Executive the amounts set forth in this Section 5(B)(i): (a) in a lump suman amount equal to (i) Executive's accrued but unpaid Base Salary through the Termination Date, payable within thirty (30) days after of the Termination Date, Executive’s accrued but and (ii) any remaining unpaid Base Salary as of Bonus for the Termination Date; (b) in a lump sumprior fiscal year, payable within thirty (30) days after of the Termination Date or, if not determined as of that date, then in accordance with Section 3(C) hereof; (b) reimbursement for any reimbursable business expenses incurred in accordance with this Agreement prior to the Termination Date, any earned but unpaid Bonus as payable within thirty (30) days of the Termination Date; (c) in a lump suman amount equal to (i) Executive's Base Salary for the remainder of the Term, payable within thirty (30) days after of the Termination Date, an amount equal to any costs or expenses incurred and (ii) Executive's Bonus for the period ending on the Termination Date, calculated on a pro rata basis based on the number of days that the Executive was employed by Executive the Company prior to the Termination Date which are reimbursable pursuant to Date, payable within thirty (30) days of the Company's determination thereof following the end of such fiscal year in accordance with Section 4(A)3(C) hereof; and (d) any amounts that would have been payable for Executive’s health insurance or benefits due under this Agreement and any other benefit plans of the Company in which Executive participates (only to the extent allowable under law) plan, or program through the remainder of the Term had Executive’s employment not been terminated, in accordance with the terms of the applicable health insurance policy said plan or such other planprogram, but without duplication; and (e) within sixty (60) days after the Termination Date, a lump sum cash payment equal to the product of one week of the Base Salary in effect on the Termination Date multiplied by the number of full months that the Employee was employed by the Company or ATPA; provided, however, in no event shall Executive receive a payment under subparagraph (d) in an amount less than three months of the Base Salary in effect on the Termination Date. (ii) If within twelve (12) months following a Change of Control occurring during the Term, the employment of Executive hereunder is terminated by the Company without Cause or Employee terminates his employment for Good Reason, the Company shall pay to Executive: (a) in a lump sum, within thirty (30) days after the Termination Date, Executive’s accrued but unpaid Base Salary as of the Termination Date; (b) in a lump sum, within thirty (30) days after the Termination Date, any earned but unpaid Bonus as of the Termination Date; (c) in a lump sum, within thirty (30) days after the Termination Date, an amount equal to any costs or expenses incurred by Executive prior to the Termination Date which are reimbursable pursuant to Section 4(A); (d) any amounts that would have been payable for the Executive’s health insurance or any other benefit plans of the Company in which Executive participates (only to the extent allowable by law) through the remainder of the Term had Executive’s employment not been terminated, in accordance with the terms of the applicable insurance policy or such other plan, but without duplication; and (e) within sixty (60) days after the Termination Date, a lump sum cash payment in an amount equal to one year’s Base Salary in effect on the Termination Date. (iii) If the Company or any present or future Affiliate of the Company (a) during the Term enters into a binding written agreement to engage in a transaction which, if consummated, would result in a Change of Control; (b) such transaction is consummated within twelve (12) months after the last date of the Term; and (c) subsequent to entering into such agreement the Company terminates the employment of Executive without Cause or Executive terminates his employment for Good Reason, the Company shall pay to Employee an amount equal to the payments set forth in Section 5(b)(ii) hereof. (iv) In the event this Agreement is terminated prior to the expiration of the Term by the Company for Cause or due to Executive’s 's death or Disability, the Company shall pay to Executive, Executive the amounts set forth in this Section 5(B)(ii) within thirty (30) days after of the Termination Date: (a) in a lump sum, an amount equal to Executive’s 's accrued but unpaid Base Salary and Bonus as of prior to the Termination Date; (b) in a lump sum, reimbursement for any reimbursable business expenses incurred in accordance with this Agreement prior to the Termination Date; and (c) any amounts or benefits due through the Termination Date under this Agreement and any health insurance policy applicable to Executive benefit plan, or any other benefit plan of the Company in which Executive participates (only to the extent allowable under law) program in accordance with the terms of such policysaid plan or program, but without duplication. (viii) As consideration for the payments under Sections Section 5(B)(i), (ii) or (iii), Executive shall execute and deliver to the Company a release of any and all claims against the Company and any Affiliate of the Company (excluding any claim for such payments) in form and substance reasonably satisfactory to the Company. (vi) If, at the time Executive’s employment with the Company is terminated, Executive is a “specified employee” under section 409A of the Internal Revenue Code of 1986 (as amended, the “Code”) and payments herein would result in a violation of Section 409A of the Code, any such payment shall be delayed until the first day after the six month anniversary of the date of such termination.

Payments to Executive Upon Termination of This Agreement. (i) In the event this Agreement is terminated prior to the expiration of the Term by the Company without Cause, or by Executive for Good Reason, the Company shall pay to Executive: (aExecutive the amounts set forth in this Section 5(B)(i) in a lump sum, within thirty (30) days after of the Termination Date, effective date of termination: (a) an amount equal to Executive’s 's accrued but unpaid Base Salary as and earned but unpaid bonus prior to the date of the Termination Datetermination; (b) reimbursement for any reimbursable business expenses incurred in a lump sum, within thirty (30) days after the Termination Date, any earned but unpaid Bonus as of accordance with this Agreement prior to the Termination Date; (c) Executive's Base Salary for the remainder of the Term, payable as and when such Base Salary otherwise would have been payable in a lump sum, within thirty (30) days after accordance with the Termination Date, an amount equal to any costs or expenses incurred by Executive prior to the Termination Date which are reimbursable pursuant to Section 4(A)Company's payroll practices; and (d) any other amounts that would have been payable for Executive’s health insurance or benefits due under this Agreement and any other benefit plans of the Company in which Executive participates (only to the extent allowable under law) plan, or program through the remainder of the Term had Executive’s original employment not been terminated, term in accordance with the terms of the applicable health insurance policy said plan or such other planprogram, but without duplication; and (e) within sixty (60) days after the Termination Date, a lump sum cash payment equal to the product of one week of the Base Salary in effect on the Termination Date multiplied by the number of full months that the Employee was employed by the Company or ATPA; provided, however, in no event shall Executive receive a payment under subparagraph (d) in an amount less than three months of the Base Salary in effect on the Termination Date. (ii) If within twelve (12) months following a Change of Control occurring during the Term, the employment of Executive hereunder is terminated by the Company without Cause or Employee terminates his employment for Good Reason, the Company shall pay to Executive: (a) in a lump sum, within thirty (30) days after the Termination Date, Executive’s accrued but unpaid Base Salary as of the Termination Date; (b) in a lump sum, within thirty (30) days after the Termination Date, any earned but unpaid Bonus as of the Termination Date; (c) in a lump sum, within thirty (30) days after the Termination Date, an amount equal to any costs or expenses incurred by Executive prior to the Termination Date which are reimbursable pursuant to Section 4(A); (d) any amounts that would have been payable for the Executive’s health insurance or any other benefit plans of the Company in which Executive participates (only to the extent allowable by law) through the remainder of the Term had Executive’s employment not been terminated, in accordance with the terms of the applicable insurance policy or such other plan, but without duplication; and (e) within sixty (60) days after the Termination Date, a lump sum cash payment in an amount equal to one year’s Base Salary in effect on the Termination Date. (iii) If the Company or any present or future Affiliate of the Company (a) during the Term enters into a binding written agreement to engage in a transaction which, if consummated, would result in a Change of Control; (b) such transaction is consummated within twelve (12) months after the last date of the Term; and (c) subsequent to entering into such agreement the Company terminates the employment of Executive without Cause or Executive terminates his employment for Good Reason, the Company shall pay to Employee an amount equal to the payments set forth in Section 5(b)(ii) hereof. (iv) In the event this Agreement is terminated prior to the expiration of the Term by the Company for Cause or due to Executive’s 's death or Disability, the Company shall pay to Executive, within thirty (30) days after Executive the Termination Date: amounts set forth in this Section 5(B)(ii): (a) in a lump sum, an amount equal to Executive’s 's accrued but unpaid Base Salary and Bonus as earned but unpaid bonus prior to the date of the Termination Datetermination; (b) in a lump sum, reimbursement for any reimbursable business expenses incurred in accordance with this Agreement prior to the Termination Date; and (c) any other amounts or benefits due through the Termination Date under this Agreement and any health insurance policy applicable to Executive benefit plan, or any other benefit plan of the Company in which Executive participates (only to the extent allowable under law) program in accordance with the terms of such policysaid plan or program, but without duplication. (viii) As consideration Upon expiration of the Term, the Company shall pay to Executive the amounts set forth in this Section 5(B) (iii): (a) all of Executive's accrued but unpaid Base Salary and earned but unpaid bonus prior to the date of termination; (b) reimbursement for any reimbursable business expenses incurred in accordance with this Agreement prior to the payments end of the Term; and (c) any other amounts or benefits due through the end of the Term under this Agreement and any benefit plan, or program in accordance with the terms of said plan or program, but without duplication. The Company's obligations under Sections 5(B)(i), (ii) or and (iii), Executive ) shall execute and deliver to the Company a release survive termination of any and all claims against the Company and any Affiliate of the Company (excluding any claim for such payments) in form and substance reasonably satisfactory to the Companythis Agreement. (vi) If, at the time Executive’s employment with the Company is terminated, Executive is a “specified employee” under section 409A of the Internal Revenue Code of 1986 (as amended, the “Code”) and payments herein would result in a violation of Section 409A of the Code, any such payment shall be delayed until the first day after the six month anniversary of the date of such termination.

Payments to Executive Upon Termination of This Agreement. (i) In the event this Agreement is terminated prior to the expiration of the Term by the Company without Cause, or by Executive for Good Reason, the Company shall pay to Executive: (aExecutive the amounts set forth in this Section 5(B)(i) in a lump sum, within thirty (30) days after of the Termination Date, effective date of termination: (a) an amount equal to Executive’s 's accrued but unpaid Base Salary as of and earned but unpaid Bonus prior to the Termination Date; (b) in a lump sum, within thirty (30) days after the Termination Date, reimbursement for any earned but unpaid Bonus as of the Termination Date; (c) in a lump sum, within thirty (30) days after the Termination Date, an amount equal to any costs or reimbursable business expenses incurred by Executive in accordance with this Agreement prior to the Termination Date which are reimbursable pursuant including Covered Fringe Benefit payments; (c) Executive's Base Salary for the remainder of the Term (determined without regard to the termination provisions of this Section 4(A5), payable as and when such Base Salary otherwise would have been payable in accordance with the Company's payroll practices; and (d) any other amounts that would have been payable for Executive’s health insurance or benefits due under this Agreement and any other benefit plans of the Company in which Executive participates (only to the extent allowable under law) plan, or program through the remainder of the Term had Executive’s employment not been terminated, in accordance with the terms of the applicable health insurance policy said plan or such other planprogram, but without duplication; and (e) within sixty (60) days after the Termination Date, a lump sum cash payment equal to the product of one week of the Base Salary in effect on the Termination Date multiplied by the number of full months that the Employee was employed by the Company or ATPA; provided, however, in no event shall Executive receive a payment under subparagraph (d) in an amount less than three months of the Base Salary in effect on the Termination Date. (ii) If within twelve (12) months following a Change of Control occurring during the Term, the employment of Executive hereunder is terminated by the Company without Cause or Employee terminates his employment for Good Reason, the Company shall pay to Executive: (a) in a lump sum, within thirty (30) days after the Termination Date, Executive’s accrued but unpaid Base Salary as of the Termination Date; (b) in a lump sum, within thirty (30) days after the Termination Date, any earned but unpaid Bonus as of the Termination Date; (c) in a lump sum, within thirty (30) days after the Termination Date, an amount equal to any costs or expenses incurred by Executive prior to the Termination Date which are reimbursable pursuant to Section 4(A); (d) any amounts that would have been payable for the Executive’s health insurance or any other benefit plans of the Company in which Executive participates (only to the extent allowable by law) through the remainder of the Term had Executive’s employment not been terminated, in accordance with the terms of the applicable insurance policy or such other plan, but without duplication; and (e) within sixty (60) days after the Termination Date, a lump sum cash payment in an amount equal to one year’s Base Salary in effect on the Termination Date. (iii) If the Company or any present or future Affiliate of the Company (a) during the Term enters into a binding written agreement to engage in a transaction which, if consummated, would result in a Change of Control; (b) such transaction is consummated within twelve (12) months after the last date of the Term; and (c) subsequent to entering into such agreement the Company terminates the employment of Executive without Cause or Executive terminates his employment for Good Reason, the Company shall pay to Employee an amount equal to the payments set forth in Section 5(b)(ii) hereof. (iv) In the event this Agreement is terminated prior to the expiration of the Term by the Company for Cause or due to Executive’s 's death or Disability, the Company shall pay to Executive, within thirty (30) days after Executive the Termination Date: amounts set forth in this Section 5(B)(ii): (a) in a lump sum, an amount equal to Executive’s 's accrued but unpaid Base Salary and earned but unpaid Bonus as of prior to the Termination Date; (b) in a lump sum, reimbursement for any reimbursable business expenses incurred in accordance with this Agreement prior to the Termination DateDate including Covered Fringe Benefit payments; and (c) any other amounts or benefits due through the Termination Date under this Agreement and any health insurance policy applicable to Executive benefit plan, or any other benefit plan of the Company in which Executive participates (only to the extent allowable under law) program in accordance with the terms of such policysaid plan or program, but without duplication. (viii) As consideration for Upon expiration of the payments under Sections 5(B)(i)Term, (iithe Company shall pay to Executive the amounts set forth in this Section 5(B) or (iii), Executive shall execute and deliver to the Company a release ): (a) all of any and all claims against the Company and any Affiliate of the Company (excluding any claim for such payments) in form and substance reasonably satisfactory to the Company. (vi) If, at the time Executive’s employment with the Company is terminated, Executive is a “specified employee” under section 409A of the Internal Revenue Code of 1986 (as amended, the “Code”) and payments herein would result in a violation of Section 409A of the Code, any such payment shall be delayed until the first day after the six month anniversary of the date of such termination.'s accrued but unpaid Base Salary;