Common use of Salary and Other Payments at Termination Clause in Contracts

Salary and Other Payments at Termination. Executive shall be entitled to receive payment in cash equal to three times the sum of Executive’s annualized compensation, as such term is defined in this Section 3(a), based upon the annual rate of pay for services provided to the Company for the Executive’s taxable year preceding the Executive’s taxable year in which the Termination occurs (adjusted for any increase during that year that was expected to continue indefinitely if the Termination had not occurred). However, if such amount, when combined with other payments or benefits that are aggregated with such amount pursuant to the requirements of the Internal Revenue Code of 1986, as amended (the “IRC”), exceeds the limit provided in Section 280G of the IRC or any corresponding or similar provision of the IRC for the imposition of tax penalties on such payments (but excluding IRC Section 162(m) or corresponding or similar provisions regarding deductibility of such payments), the amount shall be reduced to the highest amount allowed to avoid such penalties. Payment shall be made in one lump sum 15 days after the Termination to Executive or the personal representative of Executive’s estate if Executive dies during such 15-day period. For purposes of this Agreement, “annualized compensation” shall mean the amounts earned by Executive for personal service rendered to the Company and its affiliates as reportable on Treasury Department Form W-2, including bonuses, and excluding the following: (1) moving and educational expenses, (2) income included under Section 79 of the IRC and (3) income imputed to Executive from personal use of employer-owned automobiles and employer paid club dues. Earnings shall not include any income attributable to grants of and dividends on shares awarded under any stock-based incentive compensation plan.

Salary and Other Payments at Termination. Executive shall be entitled to receive payment in cash equal to three two times the lesser of (1) the sum of Executive’s annualized compensation, as such term is defined in this Section 3(a), based upon the annual rate of pay for services provided to the Company for the Executive’s taxable year preceding the Executive’s taxable year in which the Termination occurs (adjusted for any increase during that year that was expected to continue indefinitely if the Termination had not occurred), or (2) the maximum amount that may be taken into consideration under a qualified plan pursuant to Section 401(a)(17) of the IRC for the year in which the Termination occurs. However, if such amount, when combined with other payments or benefits that are aggregated with such amount pursuant to the requirements of the Internal Revenue Code of 1986, as amended (the “IRC”), exceeds the limit provided in Section 280G of the IRC or any corresponding or similar provision of the IRC for the imposition of tax penalties on such payments (but excluding IRC Section 162(m) or corresponding or similar provisions regarding deductibility of such payments), the amount shall be reduced to the highest amount allowed to avoid such penalties. Payment shall be made in one lump sum 15 days after the Termination to Executive or the personal representative of Executive’s estate if Executive dies during such 15-day period. For purposes of this Agreement, “annualized compensation” shall mean the amounts earned by Executive for personal service rendered to the Company and its affiliates as reportable on Treasury Department Form W-2, including bonuses, and excluding the following: (1) moving and educational expenses, (2) income included under Section 79 of the IRC and (3) income imputed to Executive from personal use of employer-owned automobiles and employer paid club dues. Earnings shall not include any income attributable to grants of and dividends on shares awarded under any stock-based incentive compensation plan.