Common use of Separation Benefits Clause in Contracts

Separation Benefits. (a) In consideration of the Employee's performance of the covenants and agreements set forth herein (including, without limitation, those contained in Section 2 hereof), Parent agrees to pay the Employee an amount equal to one (1) year of his then-existing base salary (minus applicable withholdings and payroll taxes), payable in equal installments over a one-year period in accordance with Parent's normal payroll practices, in the event that: (i) the Employee's employment with Parent or any of its subsidiaries (including the Company) is terminated by Parent or any such subsidiary (including the Company) without Cause (as hereinafter defined); or (ii) the Employee resigns from employment with Parent or any of its subsidiaries (including the Company) at any time during the period commencing the date of a Change of Control (as hereinafter defined) of Parent and ending one-hundred-eighty (180) days after a Change of Control of Parent, as the result of Parent or any of its subsidiaries (including the Company) failing to retain the Employee in the same or similar position to that which he occupied immediately prior to such Change of Control and at the same or similar base compensation to that which he enjoyed immediately prior to such Change of Control. (b) If the Employee's employment with Parent or any of its subsidiaries is terminated as contemplated by Section 1(a) of this Agreement, then in addition to the salary continuation benefit provided in Section 1(a), Parent agrees to pay the Employee an amount equal to the bonus that would have been earned by the Employee for the year in which the Employee's employment with Parent or any of its subsidiaries is so terminated, prorated for the portion of such year during which the Employee remained employed with Parent or such subsidiary to and including the earlier of (i) the date of termination of the Employee’s employment with Parent or such subsidiary (in the case of a termination contemplated by Section 1(a)(i) of this Agreement) or (ii) the date on which the Employee is provided with notice or otherwise becomes aware of Parent or such subsidiary’s failure so to retain the Employee (in the case of a termination contemplated by Section 1(a)(ii) of this Agreement), such bonus payment to be made at substantially the same time and in substantially the same manner (and minus applicable withholdings and payroll taxes) as Parent's normal payroll practices in respect of the payment of similar bonuses. For purposes of this Section 1(b), the prorated amount of any bonus shall be determined to be a fraction, the numerator of which is the number of days in the fiscal year ending on the date of termination or resignation under Section 1(b)(i) or (ii) (as applicable), and the denominator of which is 365. (c) For the purposes of this Agreement:

Separation Benefits. (a) In consideration of the Employee's ’s performance of the covenants and agreements set forth herein (including, without limitation, those contained in Section 2 hereof), Parent agrees to pay the Employee an amount equal to one (1) year of his then-existing base salary (minus applicable withholdings and payroll taxes), payable in equal installments over a one-year period in accordance with Parent's ’s normal payroll practices, in the event that: (i) the Employee's ’s employment with Parent or any of its subsidiaries (including the Company) is terminated by Parent or any such subsidiary (including the Company) without Cause (as hereinafter defined); or (ii) the Employee resigns from employment with Parent or any of its subsidiaries (including the Company) at any time during the period commencing the date of a Change of Control (as hereinafter defined) of Parent and ending one-hundred-eighty (180) days after a Change of Control of Parent, as the result of Parent or any of its subsidiaries (including the Company) failing to retain the Employee in the same or similar position to that which he occupied immediately prior to such Change of Control and at the same or similar base compensation to that which he enjoyed immediately prior to such Change of Control. (b) If the Employee's ’s employment with Parent or any of its subsidiaries is terminated as contemplated by Section 1(a) of this Agreement, then in addition to the salary continuation benefit provided in Section 1(a), Parent agrees to pay the Employee an amount equal to the bonus that would have been earned by the Employee for the year in which the Employee's ’s employment with Parent or any of its subsidiaries is so terminated, prorated for the portion of such year during which the Employee remained employed with Parent or such subsidiary to and including the earlier of (i) the date of termination of the Employee’s employment with Parent or such subsidiary (in the case of a termination contemplated by Section 1(a)(i) of this Agreement) or (ii) the date on which the Employee is provided with notice or otherwise becomes aware of Parent or such subsidiary’s failure so to retain the Employee (in the case of a termination contemplated by Section 1(a)(ii) of this Agreement), such bonus payment to be made at substantially the same time and in substantially the same manner (and minus applicable withholdings and payroll taxes) as Parent's ’s normal payroll practices in respect of the payment of similar bonuses. For purposes of this Section 1(b), the prorated amount of any bonus shall be determined to be a fraction, the numerator of which is the number of days in the fiscal year ending on the date of termination or resignation under Section 1(b)(i) or (ii) (as applicable), and the denominator of which is 365. (c) For the purposes of this Agreement:

Separation Benefits. (a) In consideration of the Employee's ’s performance of the covenants and agreements set forth herein (including, without limitation, those contained in Section 2 hereof), Parent agrees to pay the Employee an amount equal to one twelve (112) year months of his the Employee’s then-existing base salary (minus applicable withholdings and payroll taxes), payable in equal installments over a onetwelve-year month period in accordance with Parent's ’s normal payroll practices, in the event that: (i) that the Employee's ’s employment with Parent or any of its subsidiaries (including the Company) is terminated by Parent or any such subsidiary (including the Company) without Cause (as hereinafter defined); or (ii) the Employee resigns from employment with Parent or any of its subsidiaries (including the Company) at any time during the period commencing the date of a Change of Control (as hereinafter defined) of Parent and ending one-hundred-eighty (180) days after a Change of Control of Parent, as the result of Parent or any of its subsidiaries (including the Company) failing to retain the Employee in the same or similar position to that which he occupied immediately prior to such Change of Control and at the same or similar base compensation to that which he enjoyed immediately prior to such Change of Control. (b) If the Employee's ’s employment with Parent or any of its subsidiaries is terminated as contemplated by Section 1(a) of this Agreement, then in addition to the salary continuation benefit provided in Section 1(a), Parent agrees to pay the Employee an amount equal to the bonus that would have been earned by the Employee for the year in which the Employee's ’s employment with Parent or any of its subsidiaries is so terminated, prorated for the portion of such year during which the Employee remained employed with Parent or such subsidiary to and including the earlier of (i) the date of termination of the Employee’s employment with Parent or such subsidiary (in subsidiary, and reduced by all amounts previously paid to the case of a termination contemplated by Section 1(a)(i) of this Agreement) or (ii) Employee prior to the date on which the Employee is provided with notice or otherwise becomes aware of Parent or such subsidiary’s failure so to retain the Employee (termination in the case respect of a termination contemplated by Section 1(a)(ii) of this Agreement)any bonus for that year, such bonus payment to be made at substantially the same time and in substantially the same manner (and minus applicable withholdings and payroll taxes) as Parent's ’s normal payroll practices in respect of the payment of similar bonuses. For purposes of this Section 1(b), (i) the prorated amount of any bonus shall be determined to be a fraction, the numerator of which is the number of days in the fiscal year ending on the date of termination or resignation under Section 1(b)(i) or (ii) (as applicable)termination, and the denominator of which is 365, and (ii) the Employee shall forfeit and have no right to receive any payment with respect to any amount of bonus that, in accordance with the terms of any bonus plan governing the payment of such amount, (A) would only be payable after the final year-end determination of the financial results of the entity to which such bonus plan relates and/or (B) would only be payable if the Employee was still employed on the date regularly provided for such final payment, it being acknowledged and agreed that any amount subject to this clause (ii) shall not have been earned. (c) In the event that, following the termination without Cause of the Employee’s employment with Parent or any of its subsidiaries and during the period (if any) in which the Employee is participating in the health insurance plan of Parent or any such subsidiary pursuant to continuation coverage provided under the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”), (i) the Employee receives any subsidy from Parent or any such subsidiary for the payment of health insurance premiums and (ii) the Employee becomes eligible for any other health insurance coverage, then (A) the Employee agrees immediately to notify Parent of such eligibility for such other health insurance coverage, and (B) such subsidy (if any) shall cease to be provided immediately upon the Employee becoming eligible for such other health insurance coverage and such continuation coverage shall only be provided upon payment by the Employee of the full rate applicable under COBRA. (d) For the purposes of this Agreement:, “Cause” means (A) conviction of the Employee of any felony, or the conviction of the Employee of a misdemeanor which involves moral turpitude, or the entry by the Employee of a plea of guilty or nolo contendere with respect to any of the foregoing, (B) the commission of any act or failure to act by the Employee that involves moral turpitude, dishonesty, theft, destruction of property, fraud, embezzlement or unethical business conduct, or that is otherwise injurious to Parent, the Company or any of their respective subsidiaries or affiliates, whether financially or otherwise, (C) any violation by the Employee of any rule or policy of Parent, the Company or any of their respective subsidiaries or affiliates, (D) any violation by the Employee of the requirements of any other contract or agreement between Parent, the Company or any of their respective subsidiaries or affiliates, on the one hand, and the Employee, on the other hand, and the failure of the Employee to cure such violation under this subsection (D) within ten (10) days after receipt of written notice from Parent, the Company, or any of such subsidiaries or affiliates, or (E) any failure by the Employee to abide by any directive of the Board of Directors of Parent or the Company or an officer of Parent or the Company to whom the Employee reports; in each case, with respect to subsections (A) through (E), as determined in good faith by the Board of Directors of Parent or the Company in the exercise of its reasonable business judgment.

Separation Benefits. (a) In consideration of the Employee's performance of the covenants and agreements set forth herein (including, without limitation, those contained in Section 2 hereof), Parent agrees to pay the Employee an amount equal to one (1) year of his then-existing base salary (minus applicable withholdings and payroll taxes), payable in equal installments over a one-year period in accordance with Parent's normal payroll practices, in the event that: (i) the Employee's employment with Parent or any of its subsidiaries (including the Company) is terminated by Parent or any such subsidiary (including the Company) without Cause (as hereinafter defined); or (ii) the Employee resigns from employment with Parent or any of its subsidiaries (including the Company) at any time during the period commencing the date of thirty (30) days prior to a Change of Control (as hereinafter defined) of Parent and ending one-hundred-eighty (180) days after a Change of Control of Parent, as the result of Parent or any of its subsidiaries (including the Company) failing to retain the Employee in the same or similar position to that which he occupied immediately prior to such Change of Control and at the same or similar base compensation to that which he enjoyed immediately prior to such Change of Control. (b) If the Employee's employment with Parent or any of its subsidiaries is terminated as contemplated by Section 1(a) of this Agreement, then in addition to the salary continuation benefit provided in Section 1(a), Parent agrees to pay the Employee an amount equal to the bonus that would have been earned by the Employee for the year in which the Employee's employment with Parent or any of its subsidiaries is so terminated, prorated for the portion of such year during which the Employee remained employed with Parent or such subsidiary to and including the earlier of (i) the date of termination of the Employee’s employment with Parent or such subsidiary (in the case of a termination contemplated by Section 1(a)(i) of this Agreement) or (ii) the date on which the Employee is provided with notice or otherwise becomes aware of Parent or such subsidiary’s failure so to retain the Employee (in the case of a termination contemplated by Section 1(a)(ii) of this Agreement), such bonus payment to be made at substantially the same time and in substantially the same manner (and minus applicable withholdings and payroll taxes) as Parent's normal payroll practices in respect of the payment of similar bonuses. For purposes of this Section 1(b), the prorated amount of any bonus shall be determined to be a fraction, the numerator of which is the number of days in the fiscal year ending on the date of termination or resignation under Section 1(b)(i) or (ii) (as applicable), and the denominator of which is 365. (c) For the purposes of this Agreement:

Separation Benefits. (a) In consideration of the Employee's ’s performance of the covenants and agreements set forth herein (including, without limitation, those contained in Section 2 hereof), Parent agrees to pay the Employee an amount equal to one (1) year of his then-existing base salary (minus applicable withholdings and payroll taxes), payable in equal installments over a one-year period in accordance with Parent's ’s normal payroll practices, in the event that: (i) the Employee's ’s employment with Parent or any of its subsidiaries (including the Company) is terminated by Parent or any such subsidiary (including the Company) without Cause (as hereinafter defined); or (ii) the Employee resigns from employment with Parent or any of its subsidiaries (including the Company) at any time during the period commencing the date of thirty (30) days prior to a Change of Control (as hereinafter defined) of Parent and ending one-hundred-eighty (180) days after a Change of Control of Parent, as the result of Parent or any of its subsidiaries (including the Company) failing to retain the Employee in the same or similar position to that which he occupied immediately prior to such Change of Control and at the same or similar base compensation to that which he enjoyed immediately prior to such Change of Control. (b) If the Employee's ’s employment with Parent or any of its subsidiaries is terminated as contemplated by Section 1(a) of this Agreement, then in addition to the salary continuation benefit provided in Section 1(a), Parent agrees to pay the Employee an amount equal to the bonus that would have been earned by the Employee for the year in which the Employee's ’s employment with Parent or any of its subsidiaries is so terminated, prorated for the portion of such year during which the Employee remained employed with Parent or such subsidiary to and including the earlier of (i) the date of termination of the Employee’s employment with Parent or such subsidiary (in the case of a termination contemplated by Section 1(a)(i) of this Agreement) or (ii) the date on which the Employee is provided with notice or otherwise becomes aware of Parent or such subsidiary’s failure so to retain the Employee (in the case of a termination contemplated by Section 1(a)(ii) of this Agreement), such bonus payment to be made at substantially the same time and in substantially the same manner (and minus applicable withholdings and payroll taxes) as Parent's ’s normal payroll practices in respect of the payment of similar bonuses. For purposes of this Section 1(b), the prorated amount of any bonus shall be determined to be a fraction, the numerator of which is the number of days in the fiscal year ending on the date of termination or resignation under Section 1(b)(i) or (ii) (as applicable), and the denominator of which is 365. (c) For the purposes of this Agreement:

Separation Benefits. (a) In consideration of the Employee's performance of the covenants and agreements set forth herein (including, without limitation, those contained in Section 2 hereof), Parent agrees to pay the Employee an amount equal to one (1) year of his then-existing base salary (minus applicable withholdings and payroll taxes), payable in equal installments over a one-year period in accordance with Parent's normal payroll practices, in the event that: (i) the Employee's employment with Parent or any of its subsidiaries (including the Company) is terminated by Parent or any such subsidiary (including the Company) without Cause (as hereinafter defined); or (ii) the Employee resigns from employment with Parent or any of its subsidiaries (including the Company) at any time during the period commencing the date of thirty (30) days prior to a Change of Control (as hereinafter defined) of Parent and ending one-hundred-eighty (180) days after a Change of Control of Parent, as the result of Parent or any of its subsidiaries (including the Company) failing to retain the Employee in the same or similar position to that which he occupied immediately prior to such Change of Control and at the same or similar base compensation to that which he enjoyed immediately prior to such Change of Control. (b) If the Employee's employment with Parent or any of its subsidiaries is terminated as contemplated by Section 1(a) of this Agreement, then in addition to the salary continuation benefit provided in Section 1(a), Parent agrees to pay the Employee an amount equal to the bonus that would have been earned by the Employee for the year in which the Employee's employment with Parent or any of its subsidiaries is so terminated, prorated for the portion of such year during which the Employee remained employed with Parent or such subsidiary to and including the earlier of (i) the date of termination of the Employee’s employment with Parent or such subsidiary (in the case of a termination contemplated by Section 1(a)(i) of this Agreement) or (ii) the date on which the Employee is provided with notice or otherwise becomes aware of Parent or such subsidiary’s failure so to retain the Employee (in the case of a termination contemplated by Section 1(a)(ii) of this Agreement), such bonus payment to be made at substantially the same time and in substantially the same manner (and minus applicable withholdings and payroll taxes) as Parent's normal payroll practices in respect of the payment of similar bonuses. For purposes of this Section 1(b), the prorated amount of any bonus shall be determined to be a fraction, the numerator of which is the number of days in the fiscal year ending on the date of termination or resignation under Section 1(b)(i) or (ii) (as applicable), and the denominator of which is 365. (c) For the purposes of this Agreement:

Separation Benefits. (a) In consideration of the Employee's ’s performance of the covenants and agreements set forth herein (including, without limitation, those contained in Section 2 hereof), Parent agrees to pay the Employee an amount equal to one three (13) year months of his the Employee’s then-existing base salary (minus applicable withholdings and payroll taxes), payable in equal installments over a onethree-year month period in accordance with Parent's ’s normal payroll practices, in the event that: (i) that the Employee's ’s employment with Parent or any of its subsidiaries (including the Company) is terminated by Parent or any such subsidiary (including the Company) without Cause (as hereinafter defined); or (ii) the Employee resigns from employment with Parent or any of its subsidiaries (including the Company) at any time during the period commencing the date of a Change of Control (as hereinafter defined) of Parent and ending one-hundred-eighty (180) days after a Change of Control of Parent, as the result of Parent or any of its subsidiaries (including the Company) failing to retain the Employee in the same or similar position to that which he occupied immediately prior to such Change of Control and at the same or similar base compensation to that which he enjoyed immediately prior to such Change of Control. (b) If the Employee's ’s employment with Parent or any of its subsidiaries is terminated as contemplated by Section 1(a) of this Agreement, then in addition to the salary continuation benefit provided in Section 1(a), Parent agrees to pay the Employee an amount equal to the bonus that would have been earned by the Employee for the year in which the Employee's ’s employment with Parent or any of its subsidiaries is so terminated, prorated for the portion of such year during which the Employee remained employed with Parent or such subsidiary to and including the earlier of (i) the date of termination of the Employee’s employment with Parent or such subsidiary (in subsidiary, and reduced by all amounts previously paid to the case of a termination contemplated by Section 1(a)(i) of this Agreement) or (ii) Employee prior to the date on which the Employee is provided with notice or otherwise becomes aware of Parent or such subsidiary’s failure so to retain the Employee (termination in the case respect of a termination contemplated by Section 1(a)(ii) of this Agreement)any bonus for that year, such bonus payment to be made at substantially the same time and in substantially the same manner (and minus applicable withholdings and payroll taxes) as Parent's ’s normal payroll practices in respect of the payment of similar bonuses. For purposes of this Section 1(b), (i) the prorated amount of any bonus shall be determined to be a fraction, the numerator of which is the number of days in the fiscal year ending on the date of termination or resignation under Section 1(b)(i) or (ii) (as applicable)termination, and the denominator of which is 365, and (ii) the Employee shall forfeit and have no right to receive any payment with respect to any amount of bonus that, in accordance with the terms of any bonus plan governing the payment of such amount, (A) would only be payable after the final year-end determination of the financial results of the entity to which such bonus plan relates and/or (B) would only be payable if the Employee was still employed on the date regularly provided for such final payment, it being acknowledged and agreed that any amount subject to this clause (ii) shall not have been earned. (c) In the event that, following the termination without Cause of the Employee’s employment with Parent or any of its subsidiaries and during the period (if any) in which the Employee is participating in the health insurance plan of Parent or any such subsidiary pursuant to continuation coverage provided under the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”), (i) the Employee receives any subsidy from Parent or any such subsidiary for the payment of health insurance premiums and (ii) the Employee becomes eligible for any other health insurance coverage, then (A) the Employee agrees immediately to notify Parent of such eligibility for such other health insurance coverage, and (B) such subsidy (if any) shall cease to be provided immediately upon the Employee becoming eligible for such other health insurance coverage and such continuation coverage shall only be provided upon payment by the Employee of the full rate applicable under COBRA. (d) For the purposes of this Agreement:, “Cause” means (A) conviction of the Employee of any felony, or the conviction of the Employee of a misdemeanor which involves moral turpitude, or the entry by the Employee of a plea of guilty or nolo contendere with respect to any of the foregoing, (B) the commission of any act or failure to act by the Employee that involves moral turpitude, dishonesty, theft, destruction of property, fraud, embezzlement or unethical business conduct, or that is otherwise injurious to Parent, the Company or any of their respective subsidiaries or affiliates, whether financially or otherwise, (C) any violation by the Employee of any rule or policy of Parent, the Company or any of their respective subsidiaries or affiliates, (D) any violation by the Employee of the requirements of any other contract or agreement between Parent, the Company or any of their respective subsidiaries or affiliates, on the one hand, and the Employee, on the other hand, and the failure of the Employee to cure such violation under this subsection (D) within ten (10) days after receipt of written notice from Parent, the Company, or any such subsidiaries or affiliates, or (E) any failure by the Employee to abide by any directive of the Board of Directors of Parent or the Company or an officer of Parent or the Company to whom the Employee reports; in each case, with respect to subsections (A) through (E), as determined in good faith by the Board of Directors of Parent or the Company in the exercise of its reasonable business judgment.