Common use of Rights and Remedies Upon Termination Clause in Contracts

Rights and Remedies Upon Termination. (i) If the Employee’s employment hereunder is terminated by the Employer without Cause pursuant to §6(c) or by the Employee with Good Reason pursuant to §6(d), then the Employee shall be entitled to receive (A) severance payments, in accordance with the Employer’s payroll practices in existence on the date of Separation from Service at an annual rate equal to the sum of (1) the Employee’s Base Salary in effect at the time of such termination plus (2) the average of the Incentive Bonuses earned by the Employee for the two fiscal years immediately preceding the date of termination, for a period equal to eighteen (18) months (the “Severance Period”), (B) provided that the Employee elects continuation coverage, commonly known as COBRA coverage, under the health insurance plan maintained by the Employer for its full time salaried employees, the Employer, during the Severance Period, will pay the excess of the required COBRA premium for the Employee (and his spouse and dependents to the extent covered by the Employer’s health insurance plan at the time of Executive’s termination of employment) over the premium paid by the Employee for such coverage immediately prior to the Employee’s termination of employment, (C) payment of any expense reimbursements under §5 hereof for expenses incurred in the performance of his duties prior to termination (which shall be made by the December 31 of the second calendar year following the year in which the Employee experiences a Separation from Service), and (D) immediate vesting of the Employee’s deferred compensation account in accordance with the Deferred Compensation Plan. No payment will be made under this Section 6(e) unless the Employee experiences a Separation from Service (as defined in subsection (iv) below). Once payments commence under §6(e)(i)(A), there shall be no changes made to the payment schedule. (ii) Notwithstanding the provisions of §6(e)(i), in the event the Employee accepts other employment during the Severance Period, the Employer shall be entitled to reduce the amount payable under §6(e)(i) by an amount equal to the income received by the Employee pursuant to such new employment during the Severance Period. (iii) Except as otherwise set forth in this §6(e), the Employee shall not be entitled to any severance or other compensation after termination. (iv) An employee experiences a “Separation from Service” if the employee dies, retires, or otherwise has a termination of employment with the Employer, within the meaning of Internal Revenue Code section 409A. A “Separation from Service” shall occur if the Employee ceases to perform significant services for the Employer (for example, if the annual level of services and remuneration are reduced to less than twenty percent (20%) [or less than fifty percent (50%), if the Employee becomes an independent contractor] of average prior levels, based on the last three full calendar years of employment (or the actual employment period, if shorter). (v) A “Separation from Service” shall not occur if the Employee is on military leave, sick leave, or other bona fide leave of absence, if the period of such leave does not exceed six months, or if longer, so long as the Employee’s right to reemployment with the Employer is provided either by statute or by contract. If the period of leave exceeds six months and the Employee’s right to reemployment is not provided either by statute or by contract, a “Separation from Service” is deemed to occur on the first date immediately following such six-month period.

Rights and Remedies Upon Termination. (i) If the Employee’s employment hereunder is terminated by the Employer without Cause pursuant to §6(c) or by the Employee with Good Reason pursuant to §6(d), then the Employee shall be entitled to receive (A) severance payments, in accordance with the Employer’s payroll practices in existence on the date of Separation from Service at an annual rate equal to the sum of (1) the Employee’s Base Salary in effect at the time of such termination plus (2) the average of the Incentive Bonuses earned by the Employee for the two fiscal years immediately preceding the date of termination, for a period equal to eighteen (18) months (the “Severance Period”), (B) provided that the Employee elects continuation coverage, commonly known as COBRA coverage, under the health insurance plan maintained by the Employer for its full time salaried employees, the Employer, during the Severance Period, will pay the excess of the required COBRA premium for the Employee (and his spouse and dependents to the extent covered by the Employer’s health insurance plan at the time of Executive’s termination of employment) over the premium paid by the Employee for such coverage immediately prior to the Employee’s termination of employment, (C) payment of any expense reimbursements under §5 hereof for expenses incurred in the performance of his duties prior to termination (which shall be made by the December 31 of the second calendar year following the year in which the Employee experiences a Separation from Service), and (D) immediate vesting of the Employee’s deferred compensation account in accordance with the Deferred Compensation Plan. No payment will be made under this Section 6(e) unless the Employee experiences a Separation from Service (as defined in subsection (iv) below). Once payments commence under §6(e)(i)(A6(e) (i) (A), there shall be no changes made to the payment schedule. (ii) Notwithstanding the provisions of §6(e)(i), in the event the Employee accepts other employment during the Severance Period, the Employer shall be entitled to reduce the amount payable under §6(e)(i) by an amount equal to the income received by the Employee pursuant to such new employment during the Severance Period. (iii) Except as otherwise set forth in this §6(e), the Employee shall not be entitled to any severance or other compensation after termination. (iv) An employee experiences a “Separation from Service” if the employee dies, retires, or otherwise has a termination of employment with the Employer, within the meaning of Internal Revenue Code section 409A. A “Separation from Service” shall occur if the Employee ceases to perform significant services for the Employer (for example, if the annual level of services and remuneration are reduced to less than twenty percent (20%) [or less than fifty percent (50%), if the Employee becomes an independent contractor] of average prior levels, based on the last three full calendar years of employment (or the actual employment period, if shorter). (v) A “Separation from Service” shall not occur if the Employee is on military leave, sick leave, or other bona fide leave of absence, if the period of such leave does not exceed six months, or if longer, so long as the Employee’s right to reemployment with the Employer is provided either by statute or by contract. If the period of leave exceeds six months and the Employee’s right to reemployment is not provided either by statute or by contract, a “Separation from Service” is deemed to occur on the first date immediately following such six-month period.

Rights and Remedies Upon Termination. (i) If the Employee’s employment hereunder is terminated by the Employer without Cause pursuant to §6(c) or by the Employee with Good Reason pursuant to §6(d), then the Employee shall be entitled to receive (A) severance payments, in accordance with the Employer’s payroll practices in existence on the date of Separation from Service at an annual rate equal to the sum of (1) the Employee’s Base Salary in effect at the time of such termination plus (2) the average of the Incentive Bonuses earned by the Employee for the two fiscal years immediately preceding the date of termination, for a period equal to eighteen (18) months the longer of the remainder of the then current employment term or two years (the “Severance Period”), (B) provided that the Employee elects continuation coverage, commonly known as COBRA coverage, under the health insurance plan maintained by the Employer for its full time salaried employees, the Employer, during the Severance Period, will pay the excess of the required COBRA premium for the Employee (and his spouse and dependents to the extent covered by the Employer’s health insurance plan at the time of Executive’s termination of employment) over the premium paid by the Employee for such coverage immediately prior to the Employee’s termination of employment, (C) payment of any expense reimbursements under §5 hereof for expenses incurred in the performance of his duties prior to termination (which shall be made by the December 31 of the second calendar year following the year in which the Employee experiences a Separation from Service), and (D) immediate vesting of the Employee’s deferred compensation account in accordance with the Deferred Compensation Plan. No payment will be made under this Section 6(e) unless the Employee experiences a Separation from Service (as defined in subsection (iv) below). Once payments commence under §6(e)(i)(A), there shall be no changes made to the payment schedule. (ii) Notwithstanding the provisions of §6(e)(i), in the event the Employee accepts other employment during the Severance Period, the Employer shall be entitled to reduce the amount payable under §6(e)(i) by an amount equal to the income received by the Employee pursuant to such new employment during the Severance Period. (iii) Except as otherwise set forth in this §6(e), the Employee shall not be entitled to any severance or other compensation after termination. (iv) An employee experiences a “Separation from Service” if the employee dies, retires, or otherwise has a termination of employment with the Employer, within the meaning of Internal Revenue Code section 409A. A “Separation from Service” shall occur if the Employee ceases to perform significant services for the Employer (for example, if the annual level of services and remuneration are reduced to less than twenty percent (20%) [or less than fifty percent (50%), if the Employee becomes an independent contractor] of average prior levels, based on the last three full calendar years of employment (or the actual employment period, if shorter). (v) A “Separation from Service” shall not occur if the Employee is on military leave, sick leave, or other bona fide leave of absence, if the period of such leave does not exceed six months, or if longer, so long as the Employee’s right to reemployment with the Employer is provided either by statute or by contract. If the period of leave exceeds six months and the Employee’s right to reemployment is not provided either by statute or by contract, a “Separation from Service” is deemed to occur on the first date immediately following such six-month period.

Rights and Remedies Upon Termination. (i) If the Employee’s employment hereunder is terminated by the Employer without Cause pursuant to §6(c) or by the Employee with Good Reason pursuant to §6(d), then the Employee shall be entitled to receive (A) severance payments, in accordance with the Employer’s payroll practices in existence on the date of Separation from Service at an annual rate equal to the sum of (1) the Employee’s Base Salary in effect at the time of such termination plus (2) the average of the Incentive Bonuses earned by the Employee for the two fiscal years immediately preceding the date of termination, for a period equal to eighteen (18) months (the “Severance Period”), (B) provided that the Employee elects continuation coverage, commonly known as COBRA coverage, under the health insurance plan maintained by the Employer for its full time salaried employees, the Employer, during the Severance Period, will pay the excess of the required COBRA premium for the Employee (and his spouse and dependents to the extent covered by the Employer’s health insurance plan at the time of Executive’s termination of employment) over the premium paid by the Employee for such coverage immediately prior to the Employee’s termination of employment, (C) payment of any expense reimbursements under §5 hereof for expenses incurred in the performance of his duties prior to termination (which shall be made by the December 31 of the second calendar year following the year in which the Employee experiences a Separation from Service), and (D) immediate vesting of the Employee’s deferred compensation account in accordance with the Deferred Compensation Plan. No payment will be made under this Section 6(e) unless the Employee experiences a Separation from Service (as defined in subsection (iv) below). Once payments commence under §6(e)(i)(A), there shall be no changes made to the payment schedule. (ii) Notwithstanding the provisions of §6(e)(i), in the event the Employee accepts other employment during the Severance Period, the Employer shall be entitled to reduce the amount payable under §6(e)(i) by an amount equal to the income received by the Employee pursuant to such new employment during the Severance Period. (iii) Except as otherwise set forth in this §6(e), the Employee shall not be entitled to any severance or other compensation after termination. (iv) An employee experiences a “Separation from Service” if the employee dies, retires, or otherwise has a termination of employment with the Employer, within the meaning of Internal Revenue Code section 409A. A “Separation from Service” shall occur if the Employee ceases to perform significant services for the Employer (for example, if the annual level of services and remuneration are reduced to less than twenty percent (20%) [or less than fifty percent (50%), if the Employee becomes an independent contractor] of average prior levels, based on the last three full calendar years of employment (or the actual employment period, if shorter)) . (v) A “Separation from Service” shall not occur if the Employee is on military leave, sick leave, or other bona fide leave of absence, if the period of such leave does not exceed six months, or if longer, so long as the Employee’s right to reemployment with the Employer is provided either by statute or by contract. If the period of leave exceeds six months and the Employee’s right to reemployment is not provided either by statute or by contract, a “Separation from Service” is deemed to occur on the first date immediately following such six-month period.

Rights and Remedies Upon Termination. (i) If the Employee’s employment hereunder is terminated by the Employer without Cause pursuant to §6(c) or by the Employee with Good Reason pursuant to §6(d), then the Employee shall be entitled to receive (A) severance payments, in accordance with the Employer’s then current payroll practices in existence on the date of Separation from Service practices, at an annual rate equal to the sum of (1) the Employee’s Base Salary in effect at the time of such termination plus (2) the average of the Incentive Bonuses earned by the Employee for the two fiscal years immediately preceding the date of termination, for a period equal to eighteen (18) months (the “Severance Period”), (B) provided that the Employee elects continuation coverage, commonly known as COBRA coverage, under the health insurance plan maintained by the Employer for its full time salaried employees, the Employer, during the Severance Period, will pay the excess of the required COBRA premium for the Employee (and his spouse and dependents to the extent covered by the Employer’s health insurance plan at the time of Executive’s termination of employment) over the premium paid by the Employee for such coverage immediately prior to the Employee’s termination of employment, (C) payment of any expense reimbursements under §5 hereof for expenses incurred in the performance of his duties prior to termination (which shall be made by the December 31 of the second calendar year following the year in which the Employee experiences a Separation from Service)termination, and (D) immediate vesting of the Employee’s deferred compensation account in accordance with the Deferred Compensation Plan. No payment will be made under this Section 6(e) unless the Employee experiences a Separation from Service (as defined in subsection (iv) below). Once payments commence under §6(e)(i)(A), there shall be no changes made to the payment schedule. (ii) Notwithstanding the provisions of §6(e)(i), in the event the Employee accepts other employment during the Severance Period, the Employer shall be entitled to reduce the amount payable under §6(e)(i) by an amount equal to the income received by the Employee pursuant to such new employment during the Severance Period. (iii) Except as otherwise set forth in this §6(e), the Employee shall not be entitled to any severance or other compensation after termination. (iv) An employee experiences a “Separation from Service” if the employee dies, retires, or otherwise has a termination of employment with the Employer, within the meaning of Internal Revenue Code section 409A. A “Separation from Service” shall occur if the Employee ceases to perform significant services for the Employer (for example, if the annual level of services and remuneration are reduced to less than twenty percent (20%) [or less than fifty percent (50%), if the Employee becomes an independent contractor] of average prior levels, based on the last three full calendar years of employment (or the actual employment period, if shorter). (v) A “Separation from Service” shall not occur if the Employee is on military leave, sick leave, or other bona fide leave of absence, if the period of such leave does not exceed six months, or if longer, so long as the Employee’s right to reemployment with the Employer is provided either by statute or by contract. If the period of leave exceeds six months and the Employee’s right to reemployment is not provided either by statute or by contract, a “Separation from Service” is deemed to occur on the first date immediately following such six-month period.

Rights and Remedies Upon Termination. (i) If the Employee’s employment hereunder is terminated by the Employer without Cause pursuant to §6(c) or by the Employee with Good Reason pursuant to §6(d), then the Employee shall be entitled to receive (A) severance payments, in accordance with the Employer’s payroll practices in existence on the date of Separation from Service at an annual rate equal to the sum of (1) the Employee’s Base Salary in effect at the time of such termination plus (2) the average of the Incentive Bonuses earned by the Employee for the two fiscal years immediately preceding the date of termination, for a period equal to eighteen (18) months (the “Severance Period”), (B) provided that the Employee elects continuation coverage, commonly known as COBRA coverage, under the health insurance plan maintained by the Employer for its full time salaried employees, the Employer, during the Severance Period, will pay the excess of the required COBRA premium for the Employee (and his spouse and dependents to the extent covered by the Employer’s health insurance plan at the time of Executive’s termination of employment) over the premium paid by the Employee for such coverage immediately prior to the Employee’s termination of employment, (C) payment of any expense reimbursements under §5 hereof for expenses incurred in the performance of his duties prior to termination (which shall be made by the December 31 of the second calendar year following the year in which the Employee experiences a Separation from Service), and (D) immediate vesting of the Employee’s deferred compensation account in accordance with the Deferred Compensation Plan. No payment will be made under this Section 6(e) unless the Employee experiences a Separation from Service (as defined in subsection (iv) below). Once payments commence under §6(e)(i)(A), there shall be no changes made to the payment schedule. (ii) Notwithstanding the provisions of §6(e)(i), in the event the Employee accepts other employment during the Severance Period, the Employer shall be entitled to reduce the amount payable under §6(e)(i) by an amount equal to the income received by the Employee pursuant to such new employment during the Severance Period. (iii) Except as otherwise set forth in this §6(e), the Employee shall not be entitled to any severance or other compensation after termination. (iv) An employee experiences a “Separation from Service” if the employee dies, retires, or otherwise has a termination of employment with the Employer, within the meaning of Internal Revenue Code section 409A. A “Separation from Service” shall occur if the Employee ceases to perform significant services for the Employer (for example, if the annual level of services and remuneration are reduced to less than twenty percent (20%) [or less than fifty percent (50%), if the Employee becomes an independent contractor] of average prior levels, based on the last three full calendar years of employment (or the actual employment period, if shorter). (v) A “Separation from Service” shall not occur if the Employee is on military leave, sick leave, or other bona fide leave of absence, if the period of such leave does not exceed six months, or if longer, so long as the Employee’s right to reemployment with the Employer is provided either by statute or by contract. If the period of leave exceeds six months and the Employee’s right to reemployment is not provided either by statute or by contract, a “Separation from Service” is deemed to occur on the first date immediately following such six-month period.

Rights and Remedies Upon Termination. (i) If the Employee’s 's employment hereunder is terminated by the Employer without Cause pursuant to §6(c) or by the Employee with Good Reason pursuant to §6(d), then the Employee shall be entitled to receive (A) severance payments, in accordance with the Employer’s 's then current payroll practices in existence on the date of Separation from Service practices, at an annual rate equal to the sum of (1) the Employee’s 's Base Salary in effect at the time of such termination plus (2plus(2) the average of the Incentive Bonuses earned by the Employee for the two fiscal years immediately preceding the date of termination, for a period equal to eighteen (18) months (the “Severance Period”), (B) provided that continued coverage during the Employee elects continuation coverage, commonly known as COBRA coverage, Severance Period under the health insurance plan maintained by the Employer for its full time full-time, salaried employees, the Employer, during the Severance Period, will pay the excess of the required COBRA premium for the Employee (and his spouse and dependents to the extent covered by the Employer’s health insurance plan at the time of Executive’s termination of employment) over the premium paid by the Employee for such coverage immediately prior to the Employee’s termination of employment, (C) payment of any expense reimbursements under §5 hereof for expenses incurred in the performance of his duties prior to termination (which shall be made by the December 31 of the second calendar year following the year in which the Employee experiences a Separation from Service)termination, and (D) immediate vesting of the Employee’s 's deferred compensation account in accordance with the Deferred Compensation Plan. No payment will be made under For purposes of this Section §6(e) unless the Employee experiences a Separation from Service (as defined in subsection (iv) below). Once payments commence under §6(e)(i)(A), there the "Severance Period" shall be no changes made to equal the payment schedulelonger of (a) the time period from the date of termination of the Employee's employment until the end of the Initial Term or (b) eighteen (18) months following the date of termination of the Employee's employment. (ii) Notwithstanding the provisions of §6(e)(i), in the event the Employee accepts other employment during the Severance Period, the Employer shall be entitled to reduce the amount payable under §6(e)(i) by an amount equal to the income received by the Employee pursuant to such new employment during the Severance Period. (iii) Except as otherwise set forth in this §6(e) and as otherwise provided in §4(d), the Employee shall not be entitled to any severance or other compensation after termination. (iv) An employee experiences a “Separation from Service” if the employee dies, retires, or otherwise has a termination of employment with the Employer, within the meaning of Internal Revenue Code section 409A. A “Separation from Service” shall occur if the Employee ceases to perform significant services for the Employer (for example, if the annual level of services and remuneration are reduced to less than twenty percent (20%) [or less than fifty percent (50%), if the Employee becomes an independent contractor] of average prior levels, based on the last three full calendar years of employment (or the actual employment period, if shorter). (v) A “Separation from Service” shall not occur if the Employee is on military leave, sick leave, or other bona fide leave of absence, if the period of such leave does not exceed six months, or if longer, so long as the Employee’s right to reemployment with the Employer is provided either by statute or by contract. If the period of leave exceeds six months and the Employee’s right to reemployment is not provided either by statute or by contract, a “Separation from Service” is deemed to occur on the first date immediately following such six-month period.