Common use of Severance Pay and Benefits Clause in Contracts

Severance Pay and Benefits. In the event that Employee's employment with the Company terminates under any of the circumstances described in Paragraph 4 above, Employee shall be entitled to receive all of the following: (A) all accrued compensation and any pro-rata bonuses Employee may have earned up to the Termination Date; (B) a severance payment equal to two and nine-tenths (2.9) times the amount of the Employee's most recent annual compensation, including the amount of his most recent annual bonus. The severance payment shall be paid in thirty-four (34) equal monthly installments without interest, commencing one month after the Termination Date; (C) a continuation of benefits. The Company shall maintain in full force and effect, for two (2) years after the Termination Date, all life insurance, health, accidental death and dismemberment, and disability plans and other benefit programs in which Employee is entitled to participate immediately prior to the Termination Date provided that Employee's continued participation is possible under the general terms and provisions of such plans and programs. Employee's continued participation in such plans and programs shall be at no greater cost to Employee than the cost he bore for such participation immediately prior to the Termination Date. If Employee's participation in any such plan or program is barred, the Company shall arrange upon comparable terms, and at no greater cost to Employee than the cost he bore for such plans and programs prior to the Termination Date, to provide Employee with benefits substantially similar to, or greater than, those which he is entitled to receive under any such plan or program; and (D) a lump sum payment (or otherwise as specified by Employee to the extent permitted by the applicable plan) of any and all amounts contributed to a Company pension or retirement plan which Employee is entitled to under the terms of any such plan.

Severance Pay and Benefits. In the event that Employee's employment Employee Separates from Service with the Company terminates under any of the circumstances described in Paragraph 4 5 above, Employee shall be entitled to receive all of the following: (A) all accrued compensation and any pro-rata bonuses Employee may have earned up to the Termination Date; (B) a severance payment equal to two and nine-tenths (2.9) times the amount of the Employee's ’s most recent annual compensation, including the amount of his most recent annual bonus. The Except as provided in Paragraph 8, the severance payment shall be paid in thirty-four (34) equal monthly installments without interest, commencing one month after the Termination Date; (C) a continuation of benefitsbenefits in accordance with Treasury Regulation Section 1.409A-1(b)(9)(iv) to the extent applicable. The Company shall maintain in full force and effect, for two (2) years after the Termination Date, all life insurance, health, accidental death and dismemberment, and disability plans and other benefit programs in which Employee is entitled to participate immediately prior to the Termination Date provided that Employee's ’s continued participation is possible under the general terms and provisions of such plans and programs. Employee's ’s continued participation in such plans and programs shall be at no greater cost to Employee than the cost he bore for such participation immediately prior to the Termination Date. If Employee's ’s participation in any such plan or program is barred, the Company shall arrange upon comparable terms, and at no greater cost to Employee than the cost he bore for such plans and programs prior to the Termination Date, to provide Employee with benefits substantially similar to, or greater than, those which he is entitled to receive under any such plan or program; and (D) a lump sum payment (or otherwise as specified by Employee to the extent permitted by the applicable plan) of any and all amounts contributed to a Company tax-qualified pension or retirement plan which Employee is entitled to under the terms of any such plan.

Severance Pay and Benefits. In the event that Employee's employment Employee Separates from Service with the Company terminates under any of the circumstances described in Paragraph 4 5 above, Employee shall be entitled to receive all of the following: (A) all accrued compensation and any pro-rata bonuses Employee may have earned up to the Termination Date; (B) a severance payment equal to two and nine-tenths (2.9) times the amount of the Employee's ’s most recent annual compensation, including the amount of his most recent annual bonus. The Except as provided in Paragraph 7, the severance payment shall be paid in thirty-four (34) equal monthly installments without interest, commencing one month after the Termination Date; (C) a continuation of benefitsbenefits in accordance with Treasury Regulation Section 1.409A-1(b)(9)(iv) to the extent applicable. The Company shall maintain in full force and effect, for two (2) years after the Termination Date, all life insurance, health, accidental death and dismemberment, and disability plans and other benefit programs in which Employee is entitled to participate immediately prior to the Termination Date provided that Employee's ’s continued participation is possible under the general terms and provisions of such plans and programs. Employee's ’s continued participation in such plans and programs shall be at no greater cost to Employee than the cost he bore for such participation immediately prior to the Termination Date. If Employee's ’s participation in any such plan or program is barred, the Company shall arrange upon comparable terms, and at no greater cost to Employee than the cost he bore for such plans and programs prior to the Termination Date, to provide Employee with benefits substantially similar to, or greater than, those which he is entitled to receive under any such plan or program; and; (D) a lump sum payment (or otherwise as specified by Employee to the extent permitted by the applicable plan) of any and all amounts contributed to a Company tax-qualified pension or retirement plan which Employee is entitled to under the terms of any such plan; and (E) all stock options and restricted stock shall, except as provided in Paragraph 7, immediately vest and, except as may be required by the nature of the transaction constituting the Change in Control, all stock options shall remain exercisable for the duration of the original option term; provided, however, that to the extent that the extended stock option exercise period provided in this Paragraph 6(E) results in a modification of the stock option in a manner which would result in the option being defined as deferred compensation under Section 409A of the Code and subject to the requirements of Section 409A of Code, then the exercise period for such option shall not be extended beyond the later of: (i) the 15th day of the third month following the date on which the exercise period would have otherwise expired under the terms of the option as in effect on the date of grant, or (ii) December 31st of the calendar year in which the exercise period would have otherwise expired. If the plans or agreements under which equity awards were granted to the Employee before the effective date of this Agreement do not provide for immediate vesting, the Company shall use its best efforts to effect amendments permitting the acceleration of vesting so long as no material adverse accounting treatment results to the Company.

Severance Pay and Benefits. In the event that EmployeeIf Executive's employment with the Company terminates under any of the circumstances as described in Paragraph 4 Section 19.2. above, Employee Executive shall be entitled to receive all of the following: (A) all accrued compensation through the termination date, plus any Bonus for which the Executive otherwise would be eligible in the year of termination, prorated through the termination date, payable in cash. For purposes of Sections 19.3(A) and 19.3(B), "Bonus" shall be defined as any pro-rata bonuses Employee may have earned up to benefits for which Executive would be eligible under the Termination Date;Executive Compensation Plan described in Section 3.2 of the Employment Agreement. The amount of such Bonus shall be paid in cash and, for purposes of Sections 19.3(A) and 19.3(B), shall be calculated as if Executive had achieved 100% of Executive's performance goals for that year. (B) a severance payment equal to two and nineninety-tenths nine hundredths (2.92.99) times the amount of the EmployeeExecutive's most recent annual compensation, including the amount of his most recent annual bonusBonus. The severance payment amount shall be paid (i) in cash in thirty-four (34) equal monthly installments without interest, commencing one month after the Termination Date;termination date, or (ii) in a lump sum, within one month after the termination date, at the sole option of the Executive. (C) a continuation of benefits. The the Company shall maintain in full force and effect, for two eighteen (218) years months after the Termination Datetermination date, all life insurance, health, accidental death and dismemberment, and disability plans and other benefit programs in which Employee Executive is entitled to participate immediately prior to the Termination Date termination date, provided that EmployeeExecutive's continued participation is possible under the general terms and provisions of such plans and programs. EmployeeExecutive's continued participation in such plans and programs shall be at no greater cost to Employee Executive than the cost he bore for such participation immediately prior to the Termination Datetermination date. If EmployeeExecutive's participation in any such plan or program is barred, the Company shall arrange upon comparable terms, and at no greater cost to Employee Executive than the cost he bore for such plans and programs prior to the Termination Datetermination date, to provide Employee Executive with benefits substantially similar to, or greater than, those which he is entitled to receive under any such plan or program; and (D) a lump sum payment (or otherwise as specified by Employee Executive to the extent permitted by the applicable plan) of any and all amounts contributed to a Company pension or retirement plan which Employee Executive is entitled to under the terms of any such planplan through the date of termination.

Severance Pay and Benefits. In the event that EmployeeIf Executive's employment with the Company terminates under any of the circumstances as described in Paragraph 4 Section 14.2. above, Employee Executive shall be entitled to receive all of the following: (A) all accrued compensation through the termination date, plus any Bonus for which the Executive otherwise would be eligible in the year of termination, prorated through the termination date, payable in cash. For purposes of Sections 14.3(A) and 14.3(B), "Bonus" shall be defined as any pro-rata bonuses Employee may have earned up to benefits for which Executive would be eligible under the Termination Date;Executive Compensation Plan described in Section 3.2 of the Employment Agreement. The amount of such Bonus shall be paid in cash and, for purposes of Sections 14.3(A) and 14.3(B), shall be calculated as if Executive had achieved 100% of Executive's performance goals for that year. (B) a severance payment equal to two and nine-tenths (2.9) times the amount of the EmployeeExecutive's most recent annual compensation, including the amount of his most recent annual bonusBonus. The severance payment amount shall be paid (i) in cash in thirty-four (34) equal monthly installments without interest, commencing one month after the Termination Date;termination date, or (ii) in a lump sum, within one month after the termination date, at the sole option of the Executive. (C) a continuation of benefits. The the Company shall maintain in full force and effect, for two eighteen (218) years months after the Termination Datetermination date, all life insurance, health, accidental death and dismemberment, and disability plans and other benefit programs in which Employee Executive is entitled to participate immediately prior to the Termination Date termination date, provided that EmployeeExecutive's continued participation is possible under the general terms and provisions of such plans and programs. EmployeeExecutive's continued participation in such plans and programs shall be at no greater cost to Employee Executive than the cost he bore for such participation immediately prior to the Termination Datetermination date. If EmployeeExecutive's participation in any such plan or program is barred, the Company shall arrange upon comparable terms, and at no greater cost to Employee Executive than the cost he bore for such plans and programs prior to the Termination Datetermination date, to provide Employee Executive with benefits substantially similar to, or greater than, those which he is entitled to receive under any such plan or program; and (D) a lump sum payment (or otherwise as specified by Employee Executive to the extent permitted by the applicable plan) of any and all amounts contributed to a Company pension or retirement plan which Employee Executive is entitled to under the terms of any such planplan through the date of termination.

Severance Pay and Benefits. In the event that Employee's employment with the Company terminates under any of the circumstances described in Paragraph 4 above, Employee shall be entitled to receive all of the following: (A) all accrued compensation and any pro-rata bonuses Employee may have earned up to the Termination Date; (B) a severance payment equal to two and nine-tenths (2.9) times the amount of the Employee's most more recent annual compensation, including the amount of his most recent annual bonus. The severance payment shall be paid in thirty-four (34) equal monthly installments without interest, commencing one month after the Termination Date;: (C) a continuation of benefits. The Company shall maintain in full force and effect, for two (2) years after the Termination Date, all life insurance, health, accidental death and dismemberment, and disability plans and other benefit programs in which Employee is entitled to participate immediately prior to the Termination Date provided that Employee's continued participation is possible under the general terms and provisions of such plans and programs. Employee's continued participation in such plans and programs shall be at no greater cost to Employee than the cost he bore for such participation immediately prior to the Termination Date. If Employee's participation in any such plan or program is barred, the Company shall arrange upon comparable terms, and at no greater cost to Employee than the cost he bore for such plans and programs prior to the Termination Date, to provide Employee with benefits substantially similar to, or greater than, those which he is entitled to receive under any such plan or program; and (D) a lump sum payment (or otherwise as specified by Employee to the extent permitted by the applicable plan) of any and all amounts contributed to a Company pension or retirement plan which Employee is entitled to under the terms of any such plan.

Severance Pay and Benefits. In the event that Employee's employment with the Company terminates under any of the circumstances described in Paragraph 4 above, Employee shall be entitled to receive all of the following: (A) all accrued compensation and any pro-rata bonuses Employee may have earned up to the Termination Date; ; (B) a severance payment equal to two and nine-tenths (2.9) times the amount of the Employee's most recent annual compensation, including the amount of his most recent annual bonus. The severance payment shall be paid in thirty-four (34) equal monthly installments without interest, commencing one month after the Termination Date; ; (C) a continuation of benefits. The Company shall maintain in full force and effect, for two (2) years after the Termination Date, all life insurance, health, accidental death and dismemberment, and disability plans and other benefit programs in which Employee is entitled to participate immediately prior to the Termination Date provided that Employee's continued participation is possible under the general terms and provisions of such plans and programs. Employee's continued participation in such plans and programs shall be at no greater cost to Employee than the cost he bore for such participation immediately prior to the Termination Date. If Employee's participation in any such plan or program is barred, the Company shall arrange upon comparable terms, and at no greater cost to Employee than the cost he bore for such plans and programs prior to the Termination Date, to provide Employee with benefits substantially similar to, or greater than, those which he is entitled to receive under any such plan or program; and and (D) a lump sum payment (or otherwise as specified by Employee to the extent permitted by the applicable plan) of any and all amounts contributed to a Company pension or retirement plan which Employee is entitled to under the terms of any such plan.

Severance Pay and Benefits. In the event that EmployeeIf Executive's employment with the Company terminates under any of the circumstances as described in Paragraph 4 Section 25.2. above, Employee Executive shall be entitled to receive all of the following: (A) all accrued compensation through the termination date, plus any Bonus for which the Executive otherwise would be eligible in the year of termination, prorated through the termination date, payable in cash. For purposes of Sections 25.3(A) and 25.3(B), "Bonus" shall be defined as any pro-rata bonuses Employee may have earned up to benefits for which Executive would be eligible under the Termination Date;Executive Compensation Plan described in Section 3.2 of the Employment Agreement. The amount of such Bonus shall be paid in cash and, for purposes of Sections 25.3(A) and 25.3(B), shall be calculated as if Executive had achieved 100% of Executive's performance goals for that year. (B) a severance payment equal to two and nineninety-tenths nine hundredths (2.92.99) times the amount of the EmployeeExecutive's most recent annual compensation, including the amount of his his/her most recent annual bonusBonus. The severance payment amount shall be paid (i) in cash in thirty-four (34) equal monthly installments without interest, commencing one month after the Termination Date;termination date, or (ii) in a lump sum, within one month after the termination date, at the sole option of the Executive. (C) a continuation of benefits. The the Company shall maintain in full force and effect, for two eighteen (218) years months after the Termination Datetermination date, all life insurance, health, accidental death and dismemberment, and disability plans and other benefit programs in which Employee Executive is entitled to participate immediately prior to the Termination Date termination date, provided that EmployeeExecutive's continued participation is possible under the general terms and provisions of such plans and programs. EmployeeExecutive's continued participation in such plans and programs shall be at no greater cost to Employee Executive than the cost he he/she bore for such participation immediately prior to the Termination Datetermination date. If EmployeeExecutive's participation in any such plan or program is barred, the Company shall arrange upon comparable terms, and at no greater cost to Employee Executive than the cost he he/she bore for such plans and programs prior to the Termination Datetermination date, to provide Employee Executive with benefits substantially similar to, or greater than, those which he he/she is entitled to receive under any such plan or program; and (D) a lump sum payment (or otherwise as specified by Employee Executive to the extent permitted by the applicable plan) of any and all amounts contributed to a Company pension or retirement plan which Employee Executive is entitled to under the terms of any such planplan through the date of termination.