Common use of Severance and Benefits Clause in Contracts

Severance and Benefits. 3.1 If, during the Term, the Executive’s employment with the Company is terminated within twenty-four (24) months following a Change in Control, the Executive shall be entitled to the following compensation and benefits: (a) If the Executive’s employment with the Company is terminated (1) by the Company for Cause or Disability, (2) by reason of the Executive’s death, or (3) by the Executive other than for Good Reason, the Company shall pay the Executive all amounts earned or accrued through the Termination Date (as hereinafter defined) but not paid as of the Termination Date, including (i) base salary (at the rate then in effect), (ii) reimbursement for reasonable and necessary expenses incurred by the Executive on behalf of the Company during the period ending on the Termination Date, and (iii) vacation pay (collectively, “Accrued Compensation”). In addition to the foregoing, if the Executive’s employment is terminated by the Company for Disability or by reason of the Executive’s death, the Company shall pay to the Executive or his beneficiaries an amount equal to the Pro Rata Bonus (as hereinafter defined). The “Pro Rata Bonus” is an amount equal to the Bonus Amount (as hereinafter defined) multiplied by a fraction the numerator of which is the number of days in such fiscal year through the Termination Date and the denominator of which is 365. The term “Bonus Amount” shall mean the greater of the (x) Executive’s target bonus under the Xxxxxxxx Soup Company Annual Incentive Plan for the fiscal year in which the Termination Date occurs or (y) average of the annual bonuses paid or payable to the Executive during the two full fiscal years immediately prior to the Termination Date. Executive’s entitlement to any other compensation or benefits shall be determined in accordance with the Company’s employee benefit plans and other applicable programs and practices then in effect.

Severance and Benefits. 3.1 If, during the Term, the Executive’s employment with the Company is terminated within twenty-four (24) months following a Change in Controlduring the Protection Period, the Executive shall be entitled to the following compensation and benefits: (a) a. If the Executive’s employment with the Company is terminated during the Protection Period (1) by the Company for Cause or Disability, (2) by reason of the Executive’s 's death, or (3) by the Executive for any reason other than for Good Reason, the Company shall pay the Executive all amounts earned or accrued through but not paid as of the Termination Date (as hereinafter defined) but not paid as of the Termination Date), including (i) base salary (at the rate then in effect)salary, (ii) reimbursement for reasonable and necessary expenses incurred by the Executive on behalf of the Company during the period ending on prior to the Termination Date, and (iii) vacation pay (collectively, “Accrued Compensation”). In addition to the foregoing, if the Executive’s employment is terminated during the Protection Period, by the Company for Disability or by reason of the Executive’s death, the Company shall pay to the Executive or his Executive’s beneficiaries (as applicable) an amount equal to the Pro Rata Bonus (as hereinafter defined). The “Pro Rata Bonus” is an amount equal to the Bonus Amount (as hereinafter defined) multiplied by a fraction the numerator of which is the number of days in such fiscal year through the Termination Date and the denominator of which is 365. The term “Bonus Amount” shall mean the greater of the (x) Executive’s 's target bonus (or if expressed as a range, the average of the low and high incentive targets of the range for each level) under the Xxxxxxxx Soup Company Annual Incentive Plan (or any substitute or successor annual incentive plan) for the fiscal year in which the Termination Date occurs or and (y) average of the annual bonuses paid or payable to the Executive during the two full fiscal years immediately prior to the Termination Date. Executive’s entitlement to any other compensation or benefits shall be determined in accordance with the Company’s employee benefit plans and other applicable programs and practices then in effect.

Severance and Benefits. 3.1 4.1 If, during the Termterm of this Agreement, the Executive’s 's employment with the Company is shall be terminated within twenty-four (24) months following a Change in Control, the Executive shall be entitled to the following compensation and benefits: (a) If the Executive’s 's employment with the Company is shall be terminated (1) by the Company for Cause or Disability, (2) by reason of the Executive’s 's death, or (3) by the Executive other than for Good ReasonReason or other than during the Window Period, the Company shall pay the Executive all amounts earned or accrued through the Termination Date (as hereinafter defined) but not paid as of the Termination Date, including including: (i) base salary (at the rate then in effect), salary; (ii) reimbursement for reasonable and necessary expenses incurred by the Executive on behalf of the Company during the period ending on the Termination Date, ; and (iii) vacation pay (collectively, “"Accrued Compensation”"). In addition to the foregoing, if the Executive’s 's employment is terminated by the Company for Disability or by reason of the Executive’s 's death, the Company shall pay to the Executive or his beneficiaries an amount equal to the "Pro Rata Bonus Bonus" (as hereinafter defined). The “"Pro Rata Bonus” " is an amount equal to the Bonus Amount (as hereinafter defined) multiplied by a fraction the numerator of which is the number of days in such fiscal year through the Termination Date and the denominator of which is 365. The term “"Bonus Amount” " shall mean the greater of the of: (x) the Executive’s 's target bonus under the Xxxxxxxx Soup Company Vlasic Foods International Inc. Annual Incentive Plan for the fiscal year in which the Termination Date occurs occurs; or (y) average of the annual bonuses paid or payable to the Executive during the two full fiscal years immediately ended prior to the Termination Date. Executive’s 's entitlement to any other compensation or benefits shall be determined in accordance with the Company’s 's employee benefit plans and other applicable programs and practices then in effect.

Severance and Benefits. 3.1 If, during the Term, the Executive’s employment with the Company is terminated within twenty-four (24) months following a Change in Control, the Executive shall be entitled to the following compensation and benefits: (a) If the Executive’s employment with the Company is terminated (1) by the Company for Cause or Disability, (2) by reason of the Executive’s 's death, or (3) by the Executive other than for Good Reason, the Company shall pay the Executive all amounts earned or accrued through the Termination Date (as hereinafter defined) but not paid as of the Termination Date, including (i) base salary (at the rate then in effect), (ii) reimbursement for reasonable and necessary expenses incurred by the Executive on behalf of the Company during the period ending on the Termination Date, and (iii) vacation pay (collectively, “Accrued Compensation”). In addition to the foregoing, if the Executive’s employment is terminated by the Company for Disability or by reason of the Executive’s death, the Company shall pay to the Executive or his her beneficiaries an amount equal to the Pro Rata Bonus (as hereinafter defined). The “Pro Rata Bonus” is an amount equal to the Bonus Amount (as hereinafter defined) multiplied by a fraction the numerator of which is the number of days in such fiscal year through the Termination Date and the denominator of which is 365. The term “Bonus Amount” shall mean the greater of the (x) Executive’s 's target bonus under the Xxxxxxxx Soup Company Annual Management Worldwide Incentive Plan for the fiscal year in which the Termination Date occurs or (y) average of the annual bonuses paid or payable to the Executive during the two full fiscal years immediately prior to the Termination Date. Executive’s entitlement to any other compensation or benefits shall be determined in accordance with the Company’s employee benefit plans and other applicable programs and practices then in effect.

Severance and Benefits. 3.1 If, during the Term, the Executive’s 's employment with the Company is terminated within twenty-four (24) months following a Change in Control, the Executive shall be entitled to the following compensation and benefits: (a) If the Executive’s 's employment with the Company is terminated (1) by the Company for Cause or Disability, (2) by reason of the Executive’s 's death, or (3) by the Executive other than for Good Reason, the Company shall pay the Executive all amounts earned or accrued through the Termination Date (as hereinafter defined) but not paid as of the Termination Date, including (i) base salary (at the rate then in effect), (ii) reimbursement for reasonable and necessary expenses incurred by the Executive on behalf of the Company during the period ending on the Termination Date, and (iii) vacation pay (collectively, “"Accrued Compensation”"). In addition to the foregoing, if the Executive’s 's employment is terminated by the Company for Disability or by reason of the Executive’s 's death, the Company shall pay to the Executive or his beneficiaries an amount equal to the Pro Rata Bonus (as hereinafter defined). The “"Pro Rata Bonus” " is an amount equal to the Bonus Amount (as hereinafter defined) multiplied by a fraction the numerator of which is the number of days in such fiscal year through the Termination Date and the denominator of which is 365. The term “"Bonus Amount” " shall mean the greater of the (x) Executive’s 's target bonus under the Xxxxxxxx Soup Campxxxx Xxxp Company Annual Management Worldwide Incentive Plan for the fiscal year in which the Termination Date occurs or (y) average of the annual bonuses paid or payable to the Executive during the two full fiscal years immediately prior to the Termination Date. Executive’s 's entitlement to any other compensation or benefits 5 18 shall be determined in accordance with the Company’s 's employee benefit plans and other applicable programs and practices then in effect.

Severance and Benefits. 3.1 If, during If the Term, the Executive’s Employee's employment with the Company is terminated within twenty-four (24) months following terminates as a result of an Involuntary Termination at any time after a Change in of Control, and provided that the Executive Employee duly executes a General Release of All Claims, in the form attached hereto as Exhibit A or in another form provided by the Company, then: (1) the Employee shall be entitled to the following compensation and benefits: receive a sum equal to twelve (a12) If the Executive’s employment with the Company is terminated (1) by the Company for Cause or Disability, (2) by reason months of the Executive’s death, or (3) by the Executive other than for Good Reason, the Company shall pay the Executive all amounts earned or accrued through the Termination Date (as hereinafter defined) but not paid as of the Termination Date, including (i) Employee's annualized base salary (at the rate then as in effect), (ii) reimbursement for reasonable and necessary expenses incurred by the Executive on behalf of the Company during the period ending on the Termination Date, and (iii) vacation pay (collectively, “Accrued Compensation”). In addition to the foregoing, if the Executive’s employment is terminated by the Company for Disability or by reason of the Executive’s death, the Company shall pay to the Executive or his beneficiaries an amount equal to the Pro Rata Bonus (as hereinafter defined). The “Pro Rata Bonus” is an amount equal to the Bonus Amount (as hereinafter defined) multiplied by a fraction the numerator of which is the number of days in such fiscal year through the Termination Date and the denominator of which is 365. The term “Bonus Amount” shall mean the greater of the (x) Executive’s target bonus under the Xxxxxxxx Soup Company Annual Incentive Plan for the fiscal year in which the Termination Date occurs or (y) average of the annual bonuses paid or payable to the Executive during the two full fiscal years effect immediately prior to the Termination DateChange of Control (less applicable tax withholdings). Executive’s entitlement to any other compensation or benefits Such severance shall be determined paid bi-weekly in accordance with the Company’s employee benefit plans 's normal payroll practices unless the Employee elects to receive the severance in one lump sum payment. Payment(s) will be made or will begin within 30 days from the effective date of the General Release of All Claims. (2) the Employee shall be entitled to receive a sum equal to Employee's annual target bonus in effect immediately prior to the Change of Control (less applicable tax withholdings). Such amount shall be paid biweekly in accordance with the Company's normal payroll practices unless the Employee elects to receive the amount in one lump sum payment. Payment(s) will be made or will begin within 30 days from the effective date of the General Release of All Claims. (3) for a period of twelve (12) months following the Involuntary Termination, the Company shall continue to make available to the Employee and Employee's spouse and dependents, at the same cost to the Employee as was in effect prior to the Change of Control, all group health, life and other applicable programs and practices then similar insurance plans in effectwhich Employee or Employee's dependents participate on the date of the Employee's termination, including the Executive Benefits identified in the Employee's offer letter.