Common use of Payments Upon Involuntary Termination Clause in Contracts

Payments Upon Involuntary Termination. Upon an Involuntary Termination of the employment relationship during the Term by Employer pursuant to Section 3.2(ii), or by Employee pursuant to Section 3.3(i), Employee shall be entitled, in consideration of Employee’s continuing obligations hereunder after such termination (including, without limitation, Employee’s non-competition obligations as set forth in the Incentive Compensation Agreement), to receive the compensation specified in Section 2.1 for the lesser of (i) one year or (ii) the remainder of the Term, payable semi-monthly, as if Employee’s employment (which shall cease on the date of such Involuntary Termination) had continued for the period of such payments, in either case less any payments made pursuant to the provision in Section 2.2 (unless Employee has served as Vice President, General Counsel and Corporate Secretary of Employer since such payments were made). Employee shall also be entitled to a pro-rated bonus (based on termination date), calculated in accordance with the Employer’s Incentive Compensation Plan and paid in the next year following the release of earnings for the year in which termination occurred. Upon an Involuntary Termination of the employment relationship by Employee pursuant to Section 3.3(ii), Employee shall be entitled, in consideration of Employee’s continuing obligations hereunder after such termination (including, without limitation, Employee’s non-competition obligations as set forth in the Incentive Compensation Agreement), to receive in a lump sum payment the compensation specified in Section 2.1 for the lesser of (i) one year or (ii) the remainder of the Term. In the event of an Involuntary Termination pursuant to Sections 3.2(ii), 3.3(i) or 3.3(ii), all Restricted Stock and stock options granted to Employee under the Incentive Compensation Agreement shall become 100% vested, the exercise of which shall continue to be permitted as if Employee’s employment had continued for the full Term of this Agreement. Employee will be entitled to a pro-rated bonus (based on termination date), calculated in accordance with the Employer’s Incentive Compensation Plan and paid in the next year following the release of earnings for the year in which such termination occurred. Employee shall not be under any duty or obligation to seek or accept other employment following Involuntary Termination and the amounts due Employee hereunder shall not be reduced or suspended if Employee accepts subsequent employment. As noted in the Incentive Compensation Agreement, the rights and liabilities of Employer and Employee regarding entitlement to vesting of all Restricted Stock and stock options, shall be conditioned and dependent on the Employee’s consent and agreement to the promises set forth therein and to the enforceability of such covenants stated therein. If it shall be determined that any payment or distribution by the Employer to or for the benefit of the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, would be subject to the excise tax imposed by the Section 4999 of the Internal Revenue Code of 1986, as amended, or any interest or penalties are incurred by the Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Employer shall pay to the Employee an amount equal to the Excise Tax; provided, Employer shall not be required to pay taxes that result from such Excise Tax payment. Employee’s rights and remedies under this Section 3.5 shall be Employee’s sole and exclusive rights and remedies against Employer or its subsidiaries or affiliates concerning Employee’s employment and termination from Employer, and Employer’s and its subsidiaries’ and affiliates’ sole and exclusive liability to Employee under this Agreement, in contract, tort, or otherwise, for any Involuntary Termination of the employment relationship or concerning Employee’s employment and termination from Employer.

Payments Upon Involuntary Termination. (i) Upon an Involuntary Termination of the employment relationship during the Term by Employer pursuant to Section 3.2(ii), ) or by Employee pursuant to Section 3.3(i), in addition to the Accrued Entitlements, Employee shall be entitled, in consideration of Employee’s continuing obligations hereunder after such termination (including, without limitation, Employee’s non-competition obligations as set forth in the Incentive Compensation Non-Compete Agreement), to receive the compensation specified a payment in an amount equal to Employee’s base salary determined pursuant to Section 2.1 for and as in effect immediately prior to the lesser Involuntary Termination, divided by twelve (12) and multiplied by the greater of (i) one year twelve (12) months or (ii) the remainder number of months remaining in the Term, payable semi-monthly, as if in a single lump sum payment on the first day of the seventh month following the Employee’s employment (which shall cease on the date of such Involuntary Termination) had continued for the period of such payments, in either case less any payments made pursuant to the provision in Section 2.2 (unless Employee has served as Vice President, General Counsel and Corporate Secretary of Employer since such payments were made)Separation from Service. Employee shall also be entitled to a pro-rated bonus (based on termination date), calculated in accordance with the Employer’s Annual Incentive Compensation Plan Program and paid in a single lump sum payment at the next later of (1) the first day of the seventh month following the Employee’s Separation from Service, or (2) March 15th of the year following the year in which Separation from Service occurred, after the release of earnings for the year performance period in which termination occurred. the services giving rise to such bonus award were performed. (ii) Upon an Involuntary Termination of the employment relationship by Employee pursuant to Section 3.3(ii), in addition to the Accrued Entitlements, Employee shall be entitled, in consideration of Employee’s continuing obligations hereunder after such termination (including, without limitation, Employee’s non-competition obligations as set forth in the Incentive Compensation Non-Compete Agreement), to receive a payment in an amount equal to Employee’s base salary determined pursuant to Section 2.1 and as in effect immediately prior to the Involuntary Termination, divided by twelve (12) and multiplied by thirty (30) months, payable in a single lump sum payment on the compensation specified in Section 2.1 for the lesser of (i) one year or (ii) the remainder first day of the Term. seventh month following the Employee’s Separation from Service. (iii) In the event of an Involuntary Termination pursuant to Sections 3.2(ii), 3.3(i) or 3.3(ii), all Restricted Stock and stock options granted to Employee under the Incentive Compensation Agreement shall become 100% vested, the exercise of which shall continue to be permitted as if Employee’s employment had continued for the full Term of this AgreementTerm. Employee will be entitled to a pro-rated bonus (based on termination date), calculated in accordance with the Employer’s Annual Incentive Compensation Plan Program and paid in a single lump sum payment at the next later of (1) the first day of the seventh month following the Employee’s Separation from Service, or (2) March 15th of the year following the year in which Separation from Service occurred, after the release of earnings for the year performance period in which the services giving rise to such termination occurredbonus award were performed. The Employee shall will also be eligible for use of the “demonstrator vehicles” provided pursuant to Section 2.4 for six months following the Separation from Service; provided, however, that the taxable benefit to the Employee does not be under any duty or obligation to seek or accept other employment following Involuntary Termination and exceed the amounts due Employee hereunder shall not be reduced or suspended if Employee accepts subsequent employment. As noted limit set forth in section 402(g)(1)(B) of the Code in the Incentive Compensation Agreement, the rights and liabilities calendar year of Employer and Employee regarding entitlement to vesting of all Restricted Stock and stock options, shall be conditioned and dependent on the Employee’s consent and agreement Separation from Service with the Employer. (iv) In the event of an Involuntary Termination pursuant to the promises set forth therein and to the enforceability of such covenants stated therein. If Section 3.3(ii), if it shall be determined by the IRS that any payment or distribution by the Employer to or for the benefit of the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, would be subject to the excise tax imposed by the Section 4999 of the Internal Revenue Code of 1986, as amended, or any interest or penalties are incurred by the Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Employer shall pay reimburse Employee for reasonable costs incurred by Employee disputing such determination, up to the Employee an amount equal to the Excise Taxof $100,000; provided, however, Employer shall not be required to pay taxes that result from such any Excise Tax paymenton behalf of Employee. (v) Employee shall not be under any duty or obligation to seek or accept other employment following Involuntary Termination and the amounts due Employee hereunder shall not be reduced or suspended if Employee accepts subsequent employment. The rights and liabilities of Employer and Employee regarding entitlement to vesting of all Restricted Stock and stock options, shall be conditioned and dependent on the Employee’s rights consent and remedies under this agreement to the promises set forth in the Non-Compete Agreement and Section 3.5 shall be Employee’s sole and exclusive rights and remedies against Employer or its subsidiaries or affiliates concerning Employee’s employment and termination from Employer, and Employer’s and its subsidiaries’ and affiliates’ sole and exclusive liability to Employee under 5 of this Agreement, in contract, tort, or otherwise, for any Involuntary Termination and governed by respective plan documents and agreements and to the enforceability of the employment relationship or concerning Employee’s employment and termination from Employersuch covenants stated therein.

Payments Upon Involuntary Termination. (i) Upon an Involuntary Termination of the employment relationship during the Term by Employer pursuant to Section 3.2(ii), ) or by Employee pursuant to Section 3.3(i), in addition to the Accrued Entitlements, Employee shall be entitled, in consideration of Employee’s continuing obligations hereunder after such termination (including, without limitation, Employee’s non-competition obligations as set forth in the Incentive Compensation Non-Compete Agreement), to receive the compensation specified a payment in an amount equal to Employee’s base salary determined pursuant to Section 2.1 for and as in effect immediately prior to the Involuntary Termination, divided by twelve (12) and multiplied by the lesser of (i) one year twenty four (24) months or (ii) the remainder number of months remaining in the Term, payable semi-monthly, as if in a single lump sum payment on the first day of the seventh month following the Employee’s employment (which shall cease on the date of such Involuntary Termination) had continued for the period of such payments, in either case less any payments made pursuant to the provision in Section 2.2 (unless Employee has served as Vice President, General Counsel and Corporate Secretary of Employer since such payments were made)Separation from Service. Employee shall also be entitled to a pro-rated bonus (based on termination date), calculated in accordance with the Employer’s Annual Incentive Compensation Plan Program and paid in a single lump sum payment at the next later of (1) the first day of the seventh month following the Employee’s Separation from Service, or (2) March 15th of the year following the year in which Separation from Service occurred, after the release of earnings for the year performance period in which termination occurred. the services giving rise to such bonus award were performed. (ii) Upon an Involuntary Termination of the employment relationship by Employee pursuant to Section 3.3(ii), in addition to the Accrued Entitlements, Employee shall be entitled, in consideration of Employee’s continuing obligations hereunder after such termination (including, without limitation, Employee’s non-competition obligations as set forth in the Incentive Compensation Non-Compete Agreement), to receive a payment in an amount equal to Employee’s base salary determined pursuant to Section 2.1 and as in effect immediately prior to the Involuntary Termination, divided by twelve (12) and multiplied by thirty (30) months, payable in a single lump sum payment on the compensation specified in Section 2.1 for the lesser of (i) one year or (ii) the remainder first day of the Term. seventh month following the Employee’s Separation from Service. (iii) In the event of an Involuntary Termination pursuant to Sections 3.2(ii), 3.3(i) or 3.3(ii), all Restricted Stock and stock options granted to Employee under the Incentive Compensation Agreement shall become 100% vested, the exercise of which shall continue to be permitted as if Employee’s employment had continued for the full Term of this AgreementTerm. Employee will be entitled to a pro-rated bonus (based on termination date), calculated in accordance with the Employer’s Annual Incentive Compensation Plan Program and paid in a single lump sum payment at the next later of (1) the first day of the seventh month following the Employee’s Separation from Service, or (2) March 15th of the year following the year in which Separation from Service occurred, after the release of earnings for the year performance period in which the services giving rise to such termination occurredbonus award were performed. The Employee shall will also be eligible for use of the “demonstrator vehicles” provided pursuant to Section 2.4 for six months following the Separation from Service; provided, however, that the taxable benefit to the Employee does not be under any duty or obligation to seek or accept other employment following Involuntary Termination and exceed the amounts due Employee hereunder shall not be reduced or suspended if Employee accepts subsequent employment. As noted limit set forth in section 402(g)(1)(B) of the Code in the Incentive Compensation Agreement, the rights and liabilities calendar year of Employer and Employee regarding entitlement to vesting of all Restricted Stock and stock options, shall be conditioned and dependent on the Employee’s consent and agreement Separation from Service with the Employer. (iv) In the event of an Involuntary Termination pursuant to Section 3.3(ii), as it relates to all equity awarded prior to the promises set forth therein and to the enforceability effective date of such covenants stated therein. If this Agreement, if it shall be determined that any payment or distribution by the Employer to or for the benefit of the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, would be subject to the excise tax imposed by the Section 4999 of the Internal Revenue Code of 1986, as amended, or any interest or penalties are incurred by the Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Employer shall pay to the Employee an amount equal to the Excise Tax; provided, Employer shall not be required to pay taxes that result from such Excise Tax payment. Employee’s rights and remedies No equity award under the terms of this Agreement will be subject to an Excise Tax payment under this Section 3.5 3.5(iv). (v) Employee shall not be under any duty or obligation to seek or accept other employment following Involuntary Termination and the amounts due Employee hereunder shall not be reduced or suspended if Employee accepts subsequent employment. The rights and liabilities of Employer and Employee regarding entitlement to vesting of all Restricted Stock and stock options, shall be conditioned and dependent on the Employee’s sole consent and exclusive rights agreement to the promises set forth in the Non-Compete Agreement and remedies against Employer or its subsidiaries or affiliates concerning Employee’s employment and termination from Employer, and Employer’s and its subsidiaries’ and affiliates’ sole and exclusive liability to Employee under Section 5 of this Agreement, in contract, tort, or otherwise, for any Involuntary Termination and governed by respective plan documents and agreements and to the enforceability of the employment relationship or concerning Employee’s employment and termination from Employersuch covenants stated therein.

Payments Upon Involuntary Termination. (i) Upon an Involuntary Termination of the employment relationship during the Term by Employer pursuant to Section 3.2(ii), or by Employee pursuant to Section 3.3(i), Employee shall be entitled, in consideration of Employee’s continuing obligations hereunder after such termination (including, without limitation, Employee’s non-competition obligations as set forth in the Incentive Compensation Agreement), to receive the compensation specified a payment in an amount equal to Employee’s base salary determined pursuant to Section 2.1 for and as in effect immediately prior to the lesser Involuntary Termination, divided by twelve (12) and multiplied by the greater of (i) one year twelve (12) months or (ii) the remainder number of months remaining in the Term, payable semi-monthly, as if in a single lump sum payment on the first day of the seventh month following the Employee’s employment “separation from service” (which shall cease on within the date meaning of such Involuntary TerminationTreasury Regulation § 1.409A-1(h)) had continued for with the period of such payments, in either case less any payments made pursuant to the provision in Section 2.2 Employer (unless Employee has served as Vice President, General Counsel and Corporate Secretary of Employer since such payments were made“Separation from Service”). Employee shall also be entitled to a pro-rated bonus (based on termination date), calculated in accordance with the Employer’s Incentive Compensation Plan and paid in a single lump sum payment at the next later of (1) the first day of the seventh month following the Employee’s Separation from Service, or (2) March 15th of the year following the release of earnings for the year in which termination Separation from Service occurred. . (ii) Upon an Involuntary Termination of the employment relationship by Employee pursuant to Section 3.3(ii), Employee shall be entitled, in consideration of Employee’s continuing obligations hereunder after such termination (including, without limitation, Employee’s non-competition obligations as set forth in the Incentive Compensation Agreement), to receive a payment in an amount equal to Employee’s base salary determined pursuant to Section 2.1 and as in effect immediately prior to the Involuntary Termination, divided by twelve (12) and multiplied by fifteen (15) months, payable in a single lump sum payment on the compensation specified in Section 2.1 for the lesser of (i) one year or (ii) the remainder first day of the Term. seventh month following the Employee’s Separation from Service. (iii) In the event of an Involuntary Termination pursuant to Sections 3.2(ii), 3.3(i) or 3.3(ii), all Restricted Stock and stock options granted to Employee under the Incentive Compensation Agreement shall become 100% vested, the exercise of which shall continue to be permitted as if Employee’s employment had continued for the full Term of this AgreementTerm. Employee will be entitled to a pro-rated bonus (based on termination date), calculated in accordance with the Employer’s Incentive Compensation Plan and paid in a single lump sum payment at the next later of (1) the first day of the seventh month following the Employee’s Separation from Service, or (2) March 15th of the year following the release of earnings for the year in which such termination Separation from Service occurred. The Employee would also be eligible for use of the “demonstrator vehicle” provided pursuant to Section 2.4 for six months following the Separation from Service; provided, however, that the taxable benefit to the Employee does not exceed the limit set forth in section 402(g)(1)(B) of the Code in the calendar year of the Employee’s Separation from Service with the Employer. (iv) Employee shall not be under any duty or obligation to seek or accept other employment following Involuntary Termination and the amounts due Employee hereunder shall not be reduced or suspended if Employee accepts subsequent employment. As noted in the Incentive Compensation Agreement, the rights and liabilities of Employer and Employee regarding entitlement to vesting of all Restricted Stock and stock options, shall be conditioned and dependent on the Employee’s consent and agreement to the promises set forth therein and to the enforceability of such covenants stated therein. If it shall be determined that any payment or distribution by the Employer to or for the benefit of the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, would be subject to the excise tax imposed by the Section 4999 of the Internal Revenue Code of 1986, as amended, or any interest or penalties are incurred by the Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Employer shall pay to the Employee an amount equal to the Excise Tax; provided, Employer shall not be required to pay taxes that result from such Excise Tax payment. Employee’s rights and remedies under this Section 3.5 shall be Employee’s sole and exclusive rights and remedies against Employer or its subsidiaries or affiliates concerning Employee’s employment and termination from Employer, and Employer’s and its subsidiaries’ and affiliates’ sole and exclusive liability to Employee under this Agreement, in contract, tort, or otherwise, for any Involuntary Termination of the employment relationship or concerning Employee’s employment and termination from Employer.

Payments Upon Involuntary Termination. (i) Upon an Involuntary Termination of the employment relationship during the Term by Employer pursuant to Section 3.2(ii), or by Employee pursuant to Section 3.3(i), Employee shall be entitled, in consideration of Employee’s continuing obligations hereunder after such termination (including, without limitation, Employee’s non-competition obligations as set forth in the Incentive Compensation Agreement), to receive the compensation specified a payment in an amount equal to Employee’s base salary determined pursuant to Section 2.1 for and as in effect immediately prior to the lesser Involuntary Termination, divided by twelve (12) and multiplied by the greater of (i) one year twelve (12) months or (ii) the remainder number of months remaining in the Term, payable semi-monthly, as if in a single lump sum payment on the first day of the seventh month following the Employee’s employment “separation from service” (which shall cease on within the date meaning of such Involuntary TerminationTreasury Regulation § 1.409A-1(h)) had continued for with the period of such payments, in either case less any payments made pursuant to the provision in Section 2.2 Employer (unless Employee has served as Vice President, General Counsel and Corporate Secretary of Employer since such payments were made“Separation from Service”). Employee shall also be entitled to a pro-rated bonus (based on termination date), calculated in accordance with the Employer’s Incentive Compensation Plan and paid in a single lump sum payment at the next later of (1) the first day of the seventh month following the Employee’s Separation from Service, or (2) March 15th of the year following the release of earnings for the year in which termination Separation from Service occurred. . (ii) Upon an Involuntary Termination of the employment relationship by Employee pursuant to Section 3.3(ii), Employee shall be entitled, in consideration of Employee’s continuing obligations hereunder after such termination (including, without limitation, Employee’s non-competition obligations as set forth in the Incentive Compensation Agreement), to receive a payment in an amount equal to Employee’s base salary determined pursuant to Section 2.1 and as in effect immediately prior to the Involuntary Termination, divided by twelve (12) and multiplied by thirty (30) months, payable in a single lump sum payment on the compensation specified in Section 2.1 for the lesser of (i) one year or (ii) the remainder first day of the Term. seventh month following the Employee’s Separation from Service. (iii) In the event of an Involuntary Termination pursuant to Sections 3.2(ii), 3.3(i) or 3.3(ii), all Restricted Stock and stock options granted to Employee under the Incentive Compensation Agreement shall become 100% vested, the exercise of which shall continue to be permitted as if Employee’s employment had continued for the full Term of this AgreementTerm. Employee will be entitled to a pro-rated bonus (based on termination date), calculated in accordance with the Employer’s Incentive Compensation Plan and paid in a single lump sum payment at the next later of (1) the first day of the seventh month following the Employee’s Separation from Service, or (2) March 15th of the year following the release of earnings for the year in which such termination Separation from Service occurred. The Employee would also be eligible for use of the “demonstrator vehicle” provided pursuant to Section 2.4 for six months following the Separation from Service; provided, however, that the taxable benefit to the Employee does not exceed the limit set forth in section 402(g)(1)(B) of the Code in the calendar year of the Employee’s Separation from Service with the Employer. (iv) Employee shall not be under any duty or obligation to seek or accept other employment following Involuntary Termination and the amounts due Employee hereunder shall not be reduced or suspended if Employee accepts subsequent employment. As noted in the Incentive Compensation Agreement, the rights and liabilities of Employer and Employee regarding entitlement to vesting of all Restricted Stock and stock options, shall be conditioned and dependent on the Employee’s consent and agreement to the promises set forth therein and to the enforceability of such covenants stated therein. If it shall be determined that any payment or distribution by the Employer to or for the benefit of the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, would be subject to the excise tax imposed by the Section 4999 of the Internal Revenue Code of 1986, as amended, or any interest or penalties are incurred by the Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Employer shall pay to the Employee an amount equal to the Excise Tax; provided, Employer shall not be required to pay taxes that result from such Excise Tax payment. Employee’s rights and remedies under this Section 3.5 shall be Employee’s sole and exclusive rights and remedies against Employer or its subsidiaries or affiliates concerning Employee’s employment and termination from Employer, and Employer’s and its subsidiaries’ and affiliates’ sole and exclusive liability to Employee under this Agreement, in contract, tort, or otherwise, for any Involuntary Termination of the employment relationship or concerning Employee’s employment and termination from Employer.