Common use of Severance Compensation upon Termination Clause in Contracts

Severance Compensation upon Termination. (a) In the event of Employer's termination of Executive's employment hereunder prior to the expiration of the Employment Period or any Subsequent Employment Period for any reason, Employer shall have no liability or obligation to Executive other than as specifically set forth in this Section 7. (b) Upon the termination by Employer of Executive's employment hereunder pursuant to Section 6(a), 6(b), or 6(c), or the termination by Executive of Executive's employment hereunder for any reason other than as set forth in Section 6(d) or by expiry of the Employment Period or Subsequent Employment Period, Executive shall not be entitled to severance compensation; provided, however, Executive (or Executive's heirs or legal representatives) shall be entitled to receive any and all other benefits to which Executive shall be entitled pursuant to the terms of any employee benefit plans or other agreements of Employer in which Executive is a participant or to which Executive is a party. (c) Upon the termination of Executive's employment hereunder either by Employer for any reason other than by expiry of the Employment Period or any Subsequent Employment Period or pursuant to Sections 6(a), 6(b) or 6(c), including, without limitation, pursuant to Section 6(e), or by Executive pursuant to Section 6(d), then the following shall apply as severance compensation in lieu of any further notional salary payments to Executive and the continuation of any Company paid benefits for periods subsequent to the date of the termination of Executive's employment (the "Date of Termination") up to the end of the Employment Period or any Subsequent Employment Period: (i) Executive shall be entitled to receive a lump sum severance payment equal to one and one half times Executive's salary in effect on the Date of Termination; (ii) Executive shall receive any accrued and unpaid vacation pay or other benefits to which Executive has become entitled prior to the Date of Termination; and (iii) Executive shall receive any accrued and unpaid Bonus to which Executive has become entitled to prior to the Date of Termination. (iv) all of Executive's stock options with respect to Employer's stock shall become immediately and fully exercisable and shall continue to be exercisable pursuant to their terms and the terms of the applicable stock option plan. (d) For the avoidance of doubt, if Executive is paid the severance compensation provided for in this Section 7, he shall not be entitled to any additional payment in respect of vacation which would otherwise have accrued during the remaining period of the Employment Period or any subsequent Employment Period. (e) The severance compensation provided for in this Section 7 shall be paid in a lump sum eight (8) days after Executive signs and returns to Employer (i) a Confidential Severance Agreement in the form of Exhibit "A" hereto ("Severance Agreement"). In consideration of the payments provided for in this Agreement, Executive expressly waives any rights under any formal or informal, written or unwritten, severance policy, severance program or severance plan that would otherwise provide benefits or payments to Executive because of Executive's termination of employment with Employer and Executive agrees to accept the severance compensation provided for in this Section 7 in full and final settlement of any claim which he might otherwise have against Employer or the Corporation in relation to his employment including any claim for unfair dismissal and including any claim in relation to stock or stock option rights or benefits (save any right of acceleration of exercise of an option pursuant to the relevant stock option plan or agreement). Executive understands that all payments made by Employer under this Agreement may be subject to deductions in respect of income tax and national insurance contributions. (f) Upon the termination of Executive's employment hereunder for any reason, Executive shall immediately surrender to Employer all notes, data, sketches, drawings, manuals, documents, records, data bases, programs, blueprints, memoranda, specifications, customer lists, financial reports, equipment and all other physical forms of expression incorporating or containing any Confidential Information (as defined in Section 8 hereof), it being distinctly understood that all such writings, physical forms of expression and other things are exclusive property of Employer. Executive shall also, upon the request of Employer, immediately resign from any offices or appointments held by her in or on behalf of Employer and any other companies within the Group.

Severance Compensation upon Termination. (a) In the event of Employerthe Company's termination of Executive's employment hereunder prior to the expiration of the Employment Period or any Subsequent Employment Period for any reason, Employer the Company shall have no liability or obligation to Executive other than as specifically set forth in this Section 7. (b) Upon the termination by Employer the Company of Executive's employment with the Company hereunder pursuant to Section 6(a), or 6(b), or 6(c), or the termination by Executive of Executive's employment hereunder for any reason other than as set forth in Section 6(d) or by expiry of the Employment Period or Subsequent Employment Period, Executive shall not be entitled to severance compensation; provided, however, Executive (or Executive's heirs or legal representatives) shall be entitled to receive any and all other benefits to which Executive shall be entitled pursuant to the terms of any employee benefit plans, stock option plans or other agreements of Employer the Company in which Executive is a participant or to which Executive is a party. (c) Upon the termination of Executive's employment hereunder either by Employer the Executive pursuant to Section 6(c), or by the Company pursuant to Section 6(d) or for any reason other than by expiry of the Employment Period or any Subsequent Employment Period or pursuant to Sections 6(a), 6(b) or 6(c), including, without limitation, pursuant to Section 6(e), or by Executive pursuant to Section 6(d6(b), then the following shall apply as severance compensation payable by the Company or the Corporation in lieu of any further notional salary payments to Executive and the continuation of any Company or Corporation paid benefits except as set out herein, for periods subsequent to the date of the termination of Executive's employment (the "Date of Termination") up to the end of the Employment Period or any Subsequent Employment Period:): (i) Executive shall be entitled to receive a lump sum severance payment equal to one and one one-half times Executive's salary Base Salary in effect on the Date of Termination; (ii) Executive shall receive any accrued and unpaid vacation pay or other benefits to which Executive has become entitled prior to the Date of Termination; and; (iii) Executive shall receive any accrued and unpaid Bonus to which Executive has or would have, become entitled to for employment prior to the Date of Termination.; and (iv) all of Executive's stock options with respect to Employerthe Corporation's and the Company's stock shall be granted and become immediately and fully vested and exercisable and shall continue to be exercisable pursuant to their terms and the terms of the applicable stock option plan. (d) For the avoidance of doubt, if Executive is paid the severance compensation provided for in this Section 7, he shall not be entitled to any additional payment in respect of vacation which would otherwise have accrued during the remaining period of the Employment Period or any subsequent Employment Period. (e) The severance compensation provided for in this Section 7 shall be paid in a lump sum eight (8) days after Executive signs and returns to Employer the Company (i) a Confidential Severance Agreement in the form of Exhibit "A" hereto ("Severance Agreement"), and (ii) a letter in the form of Exhibit "B" hereto confirming that Executive did not exercise a right of rescission as provided for in the Severance Agreement. In consideration of the payments provided for in this Agreement, Executive expressly waives any rights under any formal or informal, written or unwritten, severance policy, severance program or severance plan that would otherwise provide benefits or payments to Executive because of Executive's termination of employment with Employer and Executive agrees to accept the severance compensation provided for in this Section 7 in full and final settlement of any claim which he might otherwise have against Employer or the Corporation in relation to his employment including any claim for unfair dismissal and including any claim in relation to stock or stock option rights or benefits (save any right of acceleration of exercise of an option pursuant to the relevant stock option plan or agreement)Company. Executive understands that all payments made by Employer the Company under this Agreement may be subject to withholding and standard payroll deductions in respect of income tax for federal and national insurance contributionsprovincial taxes. (fe) Upon the termination of Executive's employment hereunder for any reason, Executive shall immediately surrender to Employer the Company all notes, data, sketches, drawings, manuals, documents, records, data bases, programs, blueprints, memoranda, specifications, customer lists, financial reports, equipment except for the equipment set out in paragraph 5(f) which shall become the property of the Executive, and all other physical forms of expression incorporating or containing any Confidential Information (as defined in Section 8 hereof), it being distinctly understood that all such writings, physical forms of expression and other things are exclusive property of Employer. the Company. (f) If the Company terminates Without Cause the Executive's employment under this Agreement, or if the Executive terminates such Employment For Cause pursuant to Section 6(c), then upon either such event the Company or the Corporation shall alsocontinue at its sole expense to provide the Executive and his family with such medical, upon dental, vision and life insurance coverage as the request Company would be obligated to provide hereunder if the Executive had remained employed pursuant to this Agreement, for a period of Employer, immediately resign from any offices or appointments held by her in or on behalf twelve (12) months following the termination of Employer and any other companies within the Group.Executive's employment;

Severance Compensation upon Termination. (a) In the event of Employerthe Company's termination of Executive's employment hereunder prior to the expiration of the Employment Period or any Subsequent Employment Period for any reason, Employer the Company shall have no liability or obligation to Executive other than as specifically set forth in this Section 7. (b) Upon the termination by Employer the Company of Executive's employment hereunder pursuant to Section 6(a), 6(b), or 6(c), or the termination by Executive of Executive's employment hereunder for any reason other than as set forth in Section 6(d) or by expiry of the Employment Period or Subsequent Employment Period), Executive shall not be entitled to severance compensation; provided, however, Executive (or Executive's heirs or legal representatives) shall be entitled to receive any and all other benefits to which Executive shall be entitled pursuant to the terms of any employee benefit plans or other agreements of Employer the Company in which Executive is a participant or to which Executive is a party. (c) Upon the termination of Executive's employment hereunder either by Employer the Company for any reason other than by expiry of the Employment Period or any Subsequent Employment Period or pursuant to Sections 6(a), 6(b) or 6(c), including, without limitation, pursuant to Section 6(e), or by Executive pursuant to Section 6(d), then the following shall apply as severance compensation in lieu of any further notional salary payments to Executive and the continuation of any Company paid benefits for periods subsequent to the date of the termination of Executive's employment (the "Date of Termination") up to the end of the Employment Period or any Subsequent Employment Period:): (i) Executive shall be entitled to receive a lump sum severance payment equal to one and one one-half times Executive's salary Base Salary in effect on the Date of Termination; (ii) Executive shall receive any accrued and unpaid vacation pay or other benefits to which Executive has become entitled prior to the Date of Termination; and; (iii) Executive shall receive any accrued and unpaid Bonus to which Executive has become entitled to prior to the Date of Termination.; and (iv) all of Executive's stock options with respect to Employerthe Company's stock shall become immediately and fully exercisable and shall continue to be exercisable pursuant to their terms and the terms of the applicable stock option plan. (d) For the avoidance of doubt, if Executive is paid If the severance compensation provided for in under this Section 7, he shall not be entitled either alone or together with other payments to any additional payment Executive from the Company, would constitute an "excess parachute payment" (as defined in respect of vacation which would otherwise have accrued during the remaining period Section 280G of the Employment Period Internal Revenue Code of 1986, as amended (the "Code")), such severance compensation shall be reduced to the largest amount that will result in no portion of the severance compensation payments under this Section 7 being subject to the excise tax imposed by Section 4999 of the Code or any subsequent Employment Periodbeing disallowed as deductions to the Company under Section 280G of the Code. (e) The severance compensation provided for in this Section 7 shall be paid in a lump sum eight (8) days after Executive signs and returns to Employer the Company (i) a Confidential Severance Agreement in the form of Exhibit "A" hereto ("Severance Agreement"), and (ii) a letter in the form of Exhibit "B" hereto confirming that Executive did not exercise a right of rescission as provided for in the Severance Agreement. In consideration of the payments provided for in this Agreement, Executive expressly waives any rights under any formal or informal, written or unwritten, severance policy, severance program or severance plan that would otherwise provide benefits or payments to Executive because of Executive's termination of employment with Employer and Executive agrees to accept the severance compensation provided for in this Section 7 in full and final settlement of any claim which he might otherwise have against Employer or the Corporation in relation to his employment including any claim for unfair dismissal and including any claim in relation to stock or stock option rights or benefits (save any right of acceleration of exercise of an option pursuant to the relevant stock option plan or agreement)Company. Executive understands that all payments made by Employer the Company under this Agreement may be subject to withholding and standard payroll deductions in respect of income tax for federal and national insurance contributionsstate taxes. (f) Upon the termination of Executive's employment hereunder for any reason, Executive shall immediately surrender to Employer the Company all notes, data, sketches, drawings, manuals, documents, records, data bases, programs, blueprints, memoranda, specifications, customer lists, financial reports, equipment and all other physical forms of expression incorporating or containing any Confidential Information (as defined in Section 8 hereof), it being distinctly understood that all such writings, physical forms of expression and other things are exclusive property of Employer. the Company. (g) If the Company terminates Without Cause the Executive's employment under this Agreement, or if the Executive terminates such Employment For Cause, then upon either such event the Company shall alsocontinue at its sole expense to provide the Executive and his family with such medical, dental, vision and life insurance coverage as the Company would be obligated to provide hereunder if the Executive had remained employed pursuant to this Agreement, for a period ending upon the request termination of Employer, immediately resign from any offices or appointments held by her in or on behalf of Employer and any other companies within the Group.Initial Term;

Severance Compensation upon Termination. (a) In the event of Employerthe Company's termination of Executive's employment hereunder prior to the expiration of the Employment Period or any Subsequent Employment Period for any reason, Employer the Company shall have no liability or obligation to Executive other than as specifically set forth in this Section 7. (b) Upon the termination by Employer the Company of Executive's employment hereunder pursuant to Section 6(a), 6(b), or 6(c), or the termination by Executive of Executive's employment hereunder for any reason other than as set forth in Section 6(d) or by expiry of the Employment Period or Subsequent Employment Period, Executive shall not be entitled to severance compensation; provided, however, Executive (or Executive's heirs or legal representatives) shall be entitled to receive any and all other benefits to which Executive shall be entitled pursuant to the terms of any employee benefit plans or other agreements of Employer the Company in which Executive is a participant or to which Executive is a party. (c) Upon the termination of Executive's employment hereunder either by Employer the Company for any reason other than by expiry of the Employment Period or any Subsequent Employment Period or pursuant to Sections 6(a), 6(b) or 6(c), including, without limitation, pursuant to Section 6(e), or by Executive pursuant to Section 6(d), then the following shall apply as severance compensation in lieu of any further notional salary payments to Executive and the continuation of any Company paid benefits for periods subsequent to the date of the termination of Executive's employment (the "Date of Termination") up to the end of the Employment Period or any Subsequent Employment Period: (i) Executive shall be entitled to receive a lump sum severance payment equal equivalent to one and one half times Executive's salary annual Base Salary in effect on the Date of Termination; (ii) Executive shall receive any accrued and unpaid vacation pay or other benefits to which Executive has become entitled prior to the Date of Termination; and (iii) Executive shall receive any accrued and unpaid Bonus to which Executive has become entitled to prior to the Date of Termination. (iv) all of Executive's stock options with respect to Employer's the stock referred to in Clause 4 shall become became immediately and fully exercisable and shall continue to be exercisable pursuant to their terms and the terms of the applicable stock option plan. (d) For the avoidance of doubt, if Executive is paid the severance compensation provided for in this Section 7, he she shall not be entitled to any additional payment in respect of vacation which would otherwise have accrued during the remaining period of the Employment Period or any subsequent Employment Period. (e) The severance compensation provided for in this Section 7 shall be paid in a lump sum eight (8) days after Executive signs and returns to Employer the Company (i) a Confidential Severance Agreement in the form of Exhibit "A" hereto ("Severance Agreement"). In consideration of the payments provided for in this Agreement, Executive expressly waives any rights under any formal or informal, written or unwritten, severance policy, severance program or severance plan that would otherwise provide benefits or payments to Executive because of Executive's termination of employment with Employer the Company and Executive agrees to accept the severance compensation provided for in this Section 7 in full and final settlement of any claim which he she might otherwise have against Employer the Company or the Corporation in relation to his her employment including any claim for unfair dismissal and including any claim in relation to stock or stock option rights or benefits (save any right of acceleration of exercise of an option pursuant to the relevant stock option plan or agreement). Executive understands that all payments made by Employer the Company under this Agreement may be subject to deductions in respect of income tax and national insurance contributions. (f) Upon the termination of Executive's employment hereunder for any reason, Executive shall immediately surrender to Employer the Company all notes, data, sketches, drawings, manuals, documents, records, data bases, programs, blueprints, memoranda, specifications, customer lists, financial reports, equipment and all other physical forms of expression incorporating or containing any Confidential Information (as defined in Section 8 hereof), it being distinctly understood that all such writings, physical forms of expression and other things are exclusive property of Employerthe Company. Executive shall also, upon the request of Employerthe Company, immediately resign from any offices or appointments held by her in or on behalf of Employer the Company and any other companies within the Group.

Severance Compensation upon Termination. Subject to the provisions of Section 10 hereof and the paragraph of this Section 3, in the event of Employee's Termination following a Change of Control, Employee shall be entitled to receive the following payments and benefits from the Company: (a) In Within 15 days after the event Termination Date, Employee shall receive a lump sum cash payment equal to (i) the Employee's Base Compensation times the number of Employer's termination of Executive's employment hereunder prior to years in the expiration Severance Period; plus (ii) a pro-rated amount of the Employment Period or any Subsequent Employment Period annual incentive bonus that Employee would have received for any reasonthe year of termination. The pro-rated bonus shall be computed as 100% of the Employee's average bonus three (3) calendar years preceding the Employee's Termination of Employment, Employer shall have no liability or obligation to Executive other than as specifically set forth multiplied by a fraction (x) the numerator of which is the number of days in this Section 7such year preceding Employee's Termination Date, and (y) the denominator of which is 365. (b) Upon The Company shall continue to provide benefits under the termination by Employer of ExecutiveCompany's employment hereunder pursuant then current health plan for Employee and his spouse or dependents for the Severance Period on the same basis as if Employee had continued to Section 6(a), 6(b)be employed during that period, or 6(c), or the termination by Executive pay Employee cash in lieu of Executivesuch coverage in an amount equal to Employee's employment hereunder for any reason other than as set forth in Section 6(d) or by expiry after-tax cost of the Employment Period or Subsequent Employment Period, Executive shall not be entitled to severance compensation; provided, however, Executive (or Executive's heirs or legal representatives) shall be entitled to receive any and all other benefits to which Executive shall be entitled pursuant to the terms of any employee benefit plans or other agreements of Employer in which Executive is a participant or to which Executive is a partycontinuing such coverage. (c) Upon During the termination Severance Period, the Company shall reimburse Employee for the cost of Executive's employment hereunder either outplacement assistance services, which shall be provided by Employer for any reason other than an outplacement agency selected by expiry of the Employment Period or any Subsequent Employment Period or pursuant to Sections 6(a), 6(b) or 6(c), including, without limitation, pursuant to Section 6(e), or by Executive pursuant to Section 6(d), then the Employee. The Company shall reimburse Employee within 15 days following shall apply as severance compensation in lieu of any further notional salary payments to Executive and the continuation of any Company paid benefits for periods subsequent to the date on which the Company receives proof of payment of such expense. Notwithstanding the termination of Executive's employment foregoing, no such payments or benefits shall be provided unless Employee executes, and does not revoke, an effective written release, complying with all state and federal requirements (the "Date Release"), of Termination") up any and all claims against the Company and all related parties with respect to all matters arising out of Employee's employment by the end Company (other than entitlements under the terms of this Agreement or under any other plans or programs of the Employment Period Company in which Employee participated and under which Employee has accrued or any Subsequent Employment Period: (i) Executive shall be entitled to receive a lump sum severance payment equal to one and one half times Executive's salary in effect on the Date of Termination; (ii) Executive shall receive any accrued and unpaid vacation pay or other benefits to which Executive has become entitled prior to the Date of Termination; and (iii) Executive shall receive any accrued and unpaid Bonus to which Executive has become entitled to prior to a benefit) or the Date of Termination. (iv) all of Executive's stock options with respect to Employer's stock shall become immediately and fully exercisable and shall continue to be exercisable pursuant to their terms and termination thereof. On the terms day following the expiration of the applicable stock option plan. (d) For revocation period for the avoidance Release, the Company shall provide Employee with a mutual release releasing Employee from any and all claims arising out of doubt, if Executive is paid the severance compensation provided for in this Section 7, he shall not be entitled to any additional payment in respect of vacation which would otherwise have accrued during the remaining period of the Employment Period or any subsequent Employment Period. (e) The severance compensation provided for in this Section 7 shall be paid in a lump sum eight (8) days after Executive signs and returns to Employer (i) a Confidential Severance Agreement in the form of Exhibit "A" hereto ("Severance Agreement"). In consideration of the payments provided for in this Agreement, Executive expressly waives any rights under any formal or informal, written or unwritten, severance policy, severance program or severance plan that would otherwise provide benefits or payments to Executive because of ExecutiveEmployee's termination of employment with Employer and Executive agrees to accept the severance compensation provided for in this Section 7 in full and final settlement of any claim which he might otherwise have against Employer or the Corporation in relation to his employment including any claim for unfair dismissal and including any claim in relation to stock or stock option rights or benefits (save any right of acceleration of exercise of an option pursuant to the relevant stock option plan or agreement). Executive understands that all payments made by Employer under this Agreement may be subject to deductions in respect of income tax and national insurance contributionsCompany. (f) Upon the termination of Executive's employment hereunder for any reason, Executive shall immediately surrender to Employer all notes, data, sketches, drawings, manuals, documents, records, data bases, programs, blueprints, memoranda, specifications, customer lists, financial reports, equipment and all other physical forms of expression incorporating or containing any Confidential Information (as defined in Section 8 hereof), it being distinctly understood that all such writings, physical forms of expression and other things are exclusive property of Employer. Executive shall also, upon the request of Employer, immediately resign from any offices or appointments held by her in or on behalf of Employer and any other companies within the Group.