Common use of Salary Continuation Payments Clause in Contracts

Salary Continuation Payments. (a) In the event Executive's employment with the Company is terminated involuntarily and without cause, Executive will receive as her full entitlement under contract, statute and common law, twenty-four (24) months of base salary to be paid by installment via salary continuation and, group health, dental and life insurance benefit continuation for twenty-four (24) months (said salary continuation and benefits hereinafter referred to as "payments"). Short and long term disability benefits will only extend during the statutory notice period. Payments shall commence effective the first day Executive receives notice of termination and said payments will be subject to applicable taxes and withholdings in accordance with the Company's normal payroll practices. The end of the salary continuation period will be Executive's last day of employment ("Termination Date"). During the period of salary continuation, outstanding options will continue to vest and restrictions on outstanding restricted and deferred shares will continue to lapse in accordance with the terms the applicable plans related to such options and shares. Executive will have ninety (90) days from the Termination Date to exercise any options that are vested as of the Termination Date. Upon receiving notice of termination, Executive agrees to execute a general release in a form acceptable to the Company's legal counsel. (b) Executive will not be entitled to receive these payments, and will forfeit all unvested restricted stock, deferred shares, stock options and other equity awards and Long Term Incentive Program benefits (individually and collectively referred to as "Award Benefits"), in the event Executive voluntarily resigns from the Company but all other provisions of this Agreement shall remain in effect. In the event of voluntary resignation, the effective date of the resignation shall be deemed the Termination Date for purposes of this Agreement. Executive agrees to provide one month advance written notice of resignation. Upon receipt of such notice, the Company will have the sole discretion to waive same and Executive's resignation will be deemed to be effective the date of such waiver with no further obligation owing to Executive by the Company, except as may be required by statute. Executive will be entitled to receive the payments set forth in Paragraph 1(a) if Executive resigns for "good reason." "Good reason" means a decrease in Executive's base salary without Executive's consent.

Salary Continuation Payments. (a) In As additional consideration for the event Executive's employment with representation and restrictions contained in this paragraph 6, the Company agrees to make salary continuation payments to Executive as follows (collectively, the “Salary Continuation Payments”): (i) If Executive’s employment is terminated involuntarily for any reason other than by the Company for Cause, the Salary Continuation Payments shall be an amount equal to the Annual Base Salary in effect as of the Date of Termination. (ii) If Executive’s employment is terminated by the Company for Cause, the Salary Continuation Payments shall be the total sum of One Hundred Thousand Dollars ($100,000). The Salary Continuation Payments shall be payable in equal monthly installments over the Specified Period, as and without cause, Executive will receive as her full entitlement under contract, statute and common law, twenty-four (24) months of base salary to when such amounts would be paid by installment via salary continuation and, group health, dental and life insurance benefit continuation for twenty-four (24) months (said salary continuation and benefits hereinafter referred to as "payments"). Short and long term disability benefits will only extend during the statutory notice period. Payments shall commence effective the first day Executive receives notice of termination and said payments will be subject to applicable taxes and withholdings in accordance with paragraph 3(a) above as if said payments were payments of Annual Base Salary. If Executive breaches this Agreement at any time during the Specified Period following the Date of Termination, the Company's normal payroll practices’s obligation to make any further Salary Continuation Payments shall immediately cease, and Executive shall immediately return to the Company all Salary Continuation Payments paid up to that time. The end termination of the salary continuation period will be Executive's last day of employment ("Termination Date"). During the period of salary continuation, outstanding options will continue to vest and restrictions on outstanding restricted and deferred shares will continue to lapse in accordance with the terms the applicable plans related to such options and shares. Executive will have ninety (90) days from the Termination Date to exercise Salary Continuation Payments shall not waive any options that are vested as of the Termination Date. Upon receiving notice of termination, Executive agrees to execute a general release in a form acceptable to the Company's legal counsel. (b) Executive will not be entitled to receive these payments, and will forfeit all unvested restricted stock, deferred shares, stock options and other rights at law or equity awards and Long Term Incentive Program benefits (individually and collectively referred to as "Award Benefits"), in the event Executive voluntarily resigns from which the Company but all other provisions may have against Executive by virtue of this Agreement shall remain in effect. In the event of voluntary resignation, the effective date of the resignation shall be deemed the Termination Date for purposes his breach of this Agreement. Executive agrees Notwithstanding anything to provide one month advance written notice of resignation. Upon receipt of such noticethe contrary contained in this Agreement, the Company will shall have the sole discretion no obligation to waive same and make any Salary Continuation Payments with respect to periods after Executive's resignation will be deemed to be effective the date of such waiver with no further obligation owing to Executive by the Company, except as may be required by statute. Executive will be entitled to receive the payments set forth in Paragraph 1(a) if Executive resigns for "good reason’s death or Disability." "Good reason" means a decrease in Executive's base salary without Executive's consent.

Salary Continuation Payments. As additional consideration for the representation and restrictions contained in this paragraph 6, if Executive’s termination occurs for any reason other than for Cause or Executive’s voluntary termination (a“Voluntary Termination”) In the event Executive's employment with pursuant to paragraph 5(d), the Company is terminated involuntarily agrees to pay Executive amounts which, when combined with all amounts payable by the Company pursuant to either clause (i) of paragraph 5(a) above or clauses (i) and without cause(ii) of paragraph 5(c) above, Executive will receive total Executive’s Annual Base Salary and Annual Target Bonus as her full entitlement under contract, statute and common law, in effect immediately preceding the Date of Termination for a period of twenty-four (24) months following the Date of base salary to Termination (the “Salary Continuation Payments”). The Salary Continuation Payments shall be payable as and when such amounts would be paid by installment via salary continuation and, group health, dental and life insurance benefit continuation for twenty-four (24) months (said salary continuation and benefits hereinafter referred to as "payments"). Short and long term disability benefits will only extend during the statutory notice period. Payments shall commence effective the first day Executive receives notice of termination and said payments will be subject to applicable taxes and withholdings in accordance with the Company's normal payroll practices. The end of the salary continuation period will be Executive's last day of employment ("Termination Date"). During the period of salary continuation, outstanding options will continue to vest paragraph 3(a) and restrictions on outstanding restricted and deferred shares will continue to lapse in accordance with the terms the applicable plans related to such options and shares. Executive will have ninety (90) days from the Termination Date to exercise any options that are vested as of the Termination Date. Upon receiving notice of termination, Executive agrees to execute a general release in a form acceptable to the Company's legal counsel. (b) Executive will not be entitled to receive these payments, and will forfeit all unvested restricted stock, deferred shares, stock options and other equity awards and Long Term Incentive Program benefits (individually and collectively referred to as "Award Benefits"), in the event Executive voluntarily resigns from the Company but all other provisions of this Agreement shall remain in effectabove. In the event of voluntary resignationa Voluntary Termination or if Executive is terminated for Cause, the effective date of the resignation Salary Continuation Payments shall be deemed reduced to the agreed total amount of $50,000, payable over a 12-month period following the Date of Termination in equal monthly installments. In the event Executive breaches this Agreement at any time during the 24-month period following the Date for purposes of Termination, the Company’s obligation to continue any Salary Continuation Payments shall immediately cease, and the Executive shall immediately return to the Company all Salary Continuation Payments paid up to that time. The termination of Salary Continuation Payments shall not waive any other rights at law or equity which the Company may have against Executive by virtue of his breach of this Agreement. Executive agrees The Company’s obligation to provide one month advance written notice of resignation. Upon receipt of such notice, the Company will have the sole discretion make Salary Continuation Payments shall also cease with respect to waive same and periods after Executive's resignation will be deemed to be effective the date of such waiver with no further obligation owing to Executive by the Company, except as may be required by statute. Executive will be entitled to receive the payments set forth in Paragraph 1(a) if Executive resigns for "good reason’s death." "Good reason" means a decrease in Executive's base salary without Executive's consent.

Salary Continuation Payments. As additional consideration for the representation and restrictions contained in this paragraph 6, if Executive’s termination occurs for any reason other than for Cause or Executive’s voluntary termination (a“Voluntary Termination”) In pursuant to paragraph 5(d), including without limitation the event Company’s effective termination of Executive's ’s employment with by reason of the Company’s election pursuant to paragraph 1 not to extend the Employment Period, the Company is terminated involuntarily agrees to pay Executive amounts which, when combined with all amounts payable by the Company pursuant to either clause (i) of paragraph 5(a) above or clauses (i) and without cause(ii) of paragraph 5(c) above, Executive will receive total Executive’s Annual Base Salary (which in no event shall be less than $395,000) and Annual Target Bonus as her full entitlement under contract, statute and common law, in effect immediately preceding the Date of Termination for a period of twenty-four (24) months following the Date of base salary to Termination (the “Salary Continuation Payments”). The Salary Continuation Payments shall be payable as and when such amounts would be paid by installment via salary continuation and, group health, dental and life insurance benefit continuation for twenty-four (24) months (said salary continuation and benefits hereinafter referred to as "payments"). Short and long term disability benefits will only extend during the statutory notice period. Payments shall commence effective the first day Executive receives notice of termination and said payments will be subject to applicable taxes and withholdings in accordance with the Company's normal payroll practices. The end of the salary continuation period will be Executive's last day of employment ("Termination Date"). During the period of salary continuation, outstanding options will continue to vest paragraph 3(a) and restrictions on outstanding restricted and deferred shares will continue to lapse in accordance with the terms the applicable plans related to such options and shares. Executive will have ninety (90) days from the Termination Date to exercise any options that are vested as of the Termination Date. Upon receiving notice of termination, Executive agrees to execute a general release in a form acceptable to the Company's legal counsel. (b) Executive will not be entitled to receive these payments, and will forfeit all unvested restricted stock, deferred shares, stock options and other equity awards and Long Term Incentive Program benefits (individually and collectively referred to as "Award Benefits"), in the event Executive voluntarily resigns from the Company but all other provisions of this Agreement shall remain in effectabove. In the event of voluntary resignationa Voluntary Termination or if Executive is terminated for Cause, the effective date of the resignation Salary Continuation Payments shall be deemed reduced to the agreed total amount of $50,000, payable over a 12-month period following the Date of Termination in equal monthly installments. In the event Executive breaches this Agreement at any time during the 24-month period following the Date for purposes of Termination, the Company’s obligation to continue any Salary Continuation Payments shall immediately cease, and the Executive shall immediately return to the Company all Salary Continuation Payments paid up to that time. The termination of Salary Continuation Payments shall not waive any other rights at law or equity which the Company may have against Executive by virtue of his breach of this Agreement. Executive agrees The Company’s obligation to provide one month advance written notice of resignation. Upon receipt of such notice, the Company will have the sole discretion make Salary Continuation Payments shall also cease with respect to waive same and periods after Executive's resignation will be deemed to be effective the date of such waiver with no further obligation owing to Executive by the Company, except as may be required by statute. Executive will be entitled to receive the payments set forth in Paragraph 1(a) if Executive resigns for "good reason’s death." "Good reason" means a decrease in Executive's base salary without Executive's consent.

Salary Continuation Payments. (a) In As additional consideration for the event representation and restrictions contained in this paragraph 6, the Company agrees to pay Executive if Executive's employment with termination occurs for any reason other than Cause or due to Executive's termination pursuant to paragraph 5 (d) ("Voluntary Termination"), an amount equal to the Company is terminated involuntarily and without cause, Executive will receive as her full entitlement under contract, statute and common law, twenty-four Executive's annual salary for up to eighteen (24) months of base salary to be paid by installment via salary continuation and, group health, dental and life insurance benefit continuation for twenty-four (2418) months (said salary continuation and benefits hereinafter referred to as the "paymentsSalary Continuation Payments"). Short and long term disability benefits will only extend during ) following the statutory notice period. Payments shall commence effective the first day Executive receives notice Date of termination and said payments will be subject to applicable taxes and withholdings Termination, payable in equal monthly or more frequent installments in accordance with the Company's normal payroll practices. The end of the salary continuation period will be Executive's last day of employment ("Termination Date"). During the period of salary continuation, outstanding options will continue to vest and restrictions on outstanding restricted and deferred shares will continue to lapse in accordance with the terms the applicable plans related to such options and shares. Executive will have ninety (90) days from the Termination Date to exercise any options that are vested as of the Termination Date. Upon receiving notice of termination, Executive agrees to execute a general release in a form acceptable to the Company's legal counsel. (b) Executive will not be entitled to receive these payments, and will forfeit all unvested restricted stock, deferred shares, stock options and other equity awards and Long Term Incentive Program benefits (individually and collectively referred to as "Award Benefits"), in the event Executive voluntarily resigns from the Company but all other provisions of this Agreement shall remain practices then in effect. In the event of voluntary resignationa Voluntary Termination, the effective date of the resignation Salary Continuation Payments shall be reduced to an amount equal to $50,000, payable over a 12-month period following the Date of Termination in equal monthly installments. Notwithstanding anything to the contrary in this Agreement, either expressly or by implication to the contrary, Executive's notice of his intention not to renew this Agreement given in the manner contemplated in paragraph 1 hereof shall not be deemed to be a Voluntary Termination and, therefore, shall not reduce the Termination amount of Executive's Salary Continuation Payments. In the event Executive breaches this Agreement at any time during the 18-month period following the Date for purposes of Termination, the Company's obligation to continue any Salary Continuation Payments shall immediately cease and Executive agrees to return to Company all Salary Continuation Payments paid up to that time. The termination of Salary Continuation Payments shall not waive any other rights at law or equity which the Company may have against Executive by virtue of his breach of this Agreement. Executive agrees The Company's obligation to provide one month advance written notice of resignation. Upon receipt of such notice, the Company will have the sole discretion make Severance Payments shall also cease with respect to waive same and periods after Executive's resignation will be deemed to be effective the date of such waiver with no further obligation owing to Executive by the Company, except as may be required by statute. Executive will be entitled to receive the payments set forth in Paragraph 1(a) if Executive resigns for "good reasondeath." "Good reason" means a decrease in Executive's base salary without Executive's consent.