Common use of Severance Payments and Benefits Clause in Contracts

Severance Payments and Benefits. If the Executive’s employment is terminated by either the Company or the Executive pursuant to any of subsections 4.01(b), 4.02(a) or 4.02(b), the following will apply: (a) subject to section 4.04, on or before the specified date of termination, the Company will pay to the Executive, or as he may in writing direct, in cash or by certified cheque or bank draft, as liquidated damages, severance, compensation for loss of office, employment and benefits, and for termination of this agreement, and in addition to any amounts payable pursuant to Section 4.07, an amount equal to ONE AND ONE-HALF (1½) TIMES the sum of: (i) the annual Base Salary then payable to the Executive, (ii) the amount of the last bonus (if any) paid to the Executive hereunder, (iii) an amount equal to the vacation pay which would otherwise be payable for the twelve (12) month period next following the date of termination; (b) until the earlier of ONE (1) YEAR following the effective date of termination and the end of the month in which he commences employment with another employer that provides reasonably equivalent benefits to its senior executives as those provided by the Company to the Executive hereunder (but subject to his insurability), the Executive and his dependents will continue to be eligible for all employee life, medical, extended health and dental insurance and other benefits (other than disability insurance plans/benefits) under benefit plans and programs then in effect for executive and key management employees of the Company and the Company will provide the same or, at its option, will purchase substantially comparable benefits outside its existing plans and programmes, provided, however, that nothing in this subsection 4.03(b) will be construed as limiting the Company’s right to terminate or amend generally any such employee benefit plan(s) or programme(s) at any time; (c) the Company will, on or before the effective date of termination, provide to the Executive a positively-worded, mutually agreeable letter of reference, over the signature of the Chairman of the Board, a member of the management or executive committee of the Board or a senior executive of the Company and will undertake that all employment enquiries regarding the Executive will be answered in a manner consistent with the letter of reference; and (d) the Company will reimburse the Executive for outplacement and financial counselling, job search or relocation expenses, and tax planning services actually incurred to an aggregate maximum of FIFTY THOUSAND (CAD 50,000) DOLLARS, provided that any relevant consultants providing such services have been approved in writing by the Company, acting reasonably, prior to the incurring of such fees or expense.

Severance Payments and Benefits. If the Executive’s 's employment is terminated by either the Company or the Executive pursuant to any of subsections 4.01(b), 4.02(a4.03(a) or 4.02(b), 4.03(b) the following will apply: (a) subject to section 4.044.05, on or before the specified date of termination, the Company will pay to the Executive, or as he may in writing direct, in cash or by certified cheque or bank draft, as liquidated damages, severance, compensation for loss of office, employment and benefits, and for termination of this agreement, and in addition to any amounts payable pursuant to Section 4.07subsection 4.08, an amount equal to ONE AND ONE-HALF (1½) TIMES the sum of: (i) the annual Base Salary then payable to the Executive, (ii) the amount of the last bonus paid to the Executive (if any) paid to the Executive hereunder,, and (iii) an amount equal to the vacation pay which would otherwise be payable for the twelve (12) month period next following the date of termination; (b) until the earlier of ONE one (1) YEAR year following the effective date of termination and the end of the month in which he commences employment with another employer that provides reasonably equivalent benefits to its senior executives as those provided by the Company to the Executive hereunder (but subject to his insurability), the Executive and his dependents will continue to be eligible for all employee life, medical, extended health and dental insurance and other benefits (other than disability insurance plans/benefits) under benefit plans and programs then in effect for executive and key management employees of the Company (if any) and the Company will provide the same or, at its option, will purchase substantially comparable benefits outside its existing plans and programmes, provided, however, that nothing in this subsection 4.03(b4.04(b) will be construed as limiting the Company’s right to terminate or amend generally any such employee benefit plan(s) plan or programme(s) programme at any time;; and (c) the Company will, on or before the effective date of termination, provide to the Executive a positively-worded, mutually agreeable letter of reference, over the signature of the Chairman of the Board, a member of the management or executive committee of the Board or a senior executive of the Company CEO and will undertake that all employment enquiries regarding the Executive will be answered in a manner consistent with the letter of reference; and (d) the Company will reimburse the Executive for outplacement and financial counselling, job search or relocation expenses, and tax planning services actually incurred to an aggregate maximum of FIFTY THOUSAND (CAD 50,000) DOLLARS, provided that any relevant consultants providing such services have been approved in writing by the Company, acting reasonably, prior to the incurring of such fees or expense.

Severance Payments and Benefits. If (a) On the Executive’s employment is terminated by either Revocation Date ------------------------------- (as defined in Section 7, and for purposes of this Section 2 referred to as the Company or the Executive pursuant to any of subsections 4.01(b), 4.02(a) or 4.02(b"Payment Date"), the following will apply: (a) subject to section 4.04, on or before the specified date of termination, the Company will shall pay to the Executive, or as he may in writing direct, Executive a lump sum in cash of $1,742,500 consisting of the following (which is solely for explanation and not in limitation or by certified cheque or bank draft, as liquidated damages, severance, compensation for loss expansion of office, employment and benefits, and for termination of this agreement, and in addition the obligation to any amounts payable pursuant to Section 4.07, an amount equal to ONE AND ONE-HALF (1½) TIMES the sum of: pay such amount): (i) $62,500, which represents the annual balance of the Executive's unpaid base salary for the year ending December 31, 2000 at the rate of $750,000 per annum (the "Annual Base Salary then payable to the Executive, Rate"); (ii) the amount of Executive's base salary for the last bonus (if any) paid to two years ending December 31, 2002 at the Executive hereunder, Annual Base Salary Rate; and (iii) an amount equal to $180,000, which represents the vacation pay which would otherwise be payable good-faith estimate by the Compensation Committee of the Board of Directors of the annual bonus for the twelve year 2000 that the Executive would have received, if he had remained employed through December 31, 2000. Notwithstanding the foregoing, the Executive shall forfeit all rights under the preceding sentence if he violates any of the covenants set forth in Section 6 hereof (12) month period next following the date of termination;"Covenants"). (b) until Until the earlier first to occur of ONE (1) YEAR following December 31, 2002 or the effective date of termination and the end of the month in which he commences employment with another employer that provides reasonably equivalent benefits to its senior executives as those provided by Executive's death, the Company shall continue to the Executive hereunder (but subject to his insurability), provide the Executive and his eligible dependents will continue with medical, dental, vision and life insurance benefits on the same terms and conditions as other employees of the Company, as in effect from time to be time, as if he had remained employed during that period, subject to his payment of such employee contributions, copayments and similar charges as apply to employees generally; provided, that such continued benefits shall terminate to the extent the Executive becomes eligible for all employee lifethe same type of benefits (i.e., medical, extended health and dental dental, vision and/or life insurance and other benefits (other than disability insurance plans/benefits) from ---- another employer. Notwithstanding the foregoing, the Executive shall forfeit all rights under benefit plans and programs then in effect for executive and key management employees the preceding sentence if he violates any of the Company Covenants. The period for the required continuation coverage under Section 601 et seq. of the ------ Employee Retirement Income Security Act of 1974, as amended, and Section 4980B of the Company will provide Internal Revenue Code of 1986, as amended (known as "COBRA" benefits), shall be considered to begin on the same or, at its option, will purchase substantially comparable benefits outside its existing plans and programmes, provided, however, that nothing in this subsection 4.03(b) will be construed as limiting the Company’s right to terminate or amend generally any such employee benefit plan(s) or programme(s) at any time;Resignation Date. (c) On the Payment Date the Company will, on or before the effective date of termination, provide shall pay to the Executive a positively-wordedlump sum in cash equal to the value, mutually agreeable letter of referenceon the Execution Date, over the signature of the Chairman Executive's account under the Company's Deferred Compensation Plan, which payment shall be in satisfaction of any of the BoardExecutive's rights under the Company's Deferred Compensation Plan. In addition, a member of the management or executive committee of the Board or a senior executive of Executive shall be entitled to receive his vested benefits under the Company Employees Salary Savings Plan and will undertake that all employment enquiries regarding the Executive will be answered Employee Stock Ownership Plan, in a manner consistent accordance with the letter of reference; andterms thereof. (d) Until December 31, 2002, the Company will reimburse shall provide the Executive with financial planning benefits in accordance with the terms of the Company program in which the Executive participated immediately before the Resignation Date. (e) The Company shall provide the Executive with tax return preparation services for outplacement and financial counsellingtax year 2000 in accordance with the terms of the Company program in which the Executive participated immediately before the Resignation Date; provided, job search or relocation expenses, and tax planning services actually incurred to an aggregate maximum that in no event shall the cost of FIFTY THOUSAND (CAD 50,000) DOLLARS, provided that any relevant consultants providing such services have been approved exceed $2,000. (f) The Company agrees to pay as incurred (within 10 days following the Company's receipt of an invoice from the Executive), all legal fees and expenses that the Executive incurs in writing connection with entering into this Agreement; provided, that in no event shall the Company pay any such legal fees and expenses in excess of $40,000. (g) The Company agrees to provide the Executive with an office and secretarial support services at a location selected by the Executive and not on the Company's premises for six months following the Resignation Date or such lesser period as the Executive may require; provided, acting reasonably, prior to that in no event shall the incurring cost of such fees or expenseoffice and secretarial support exceed $50,000. (h) The Executive shall retain his laptop computer; provided, that the Company shall arrange for removal from the hard drive of said computer any of its proprietary software and confidential and proprietary information.

Severance Payments and Benefits. If the Executive’s employment is terminated by either the Company or the Executive pursuant to any of subsections 4.01(b), 4.02(a) or 4.02(b), the following will apply: (a) subject On March 2, 2000, the ------------------------------- Company shall pay to section 4.04the Executive the cash severance payments to which she is entitled under Section 5(d)(i) of the Employment Agreement, on or before as set forth in a mutually agreed schedule of even date herewith (the specified date of termination"Schedule"). In addition, the Company will shall pay to the Executive, in accordance with Section 3(f) of the Employment Agreement, the amount of any expenses that she has incurred on or before February 3, 2000 for which she is entitled to be reimbursed pursuant in said Section 3(f). (b) As promptly as he may practicable after the Executive has had the opportunity to elect her form of benefit in writing directaccordance with the Company's Supplemental Executive Retirement Plan (the "SERP"), the Company shall commence payment to her of her benefit under the SERP, the calculation of which shall be set forth in cash or by certified cheque or bank draftthe Schedule. (c) Effective March 2, 2000, the entire balances due from the Executive with respect to the Home Mortgage Loan and the Loan, as liquidated damagesthose terms are defined in Sections 3(1) and 3(k) of the Employment Agreement, severancerespectively, compensation are forgiven. In addition, on March 2, 2000 the Company shall pay the Executive the additional amount set forth in the Schedule to make her whole for loss the Federal and California income taxes and Medicare tax payable by her with respect to the income she will recognize as a result of office, employment and benefits, and for termination the forgiveness of this agreement, and in addition the Home Mortgage Loan. (d) The Company shall also provide to any amounts payable the Executive the benefits to which she is entitled pursuant to Section 4.073(j) and clauses (iv), an amount equal (v) and (vi) of Section 5(d) of the Employment Agreement. The Company shall return to ONE AND ONE-HALF the Executive the painting owned by the Executive that is located in the Executive's office. The Executive shall purchase from the Company certain paintings purchased by the Company in 1999 and currently located in the Executive's residence at the prices paid for such paintings by the Company. For the avoidance of doubt, the Executive acknowledges and agrees that the items referred to in the preceding sentence shall not be subject to clause (1½iv) TIMES of Section 5(d) of the sum of:Employment Agreement. (c) The Company shall continue to provide home security services and a driver/personal bodyguard to the Executive, on the same basis as they are currently provided, through August 3, 2000. (i) The Executive shall be entitled to retain the annual Base Salary then payable to the Executive, (ii) the amount of the last bonus (if any) paid to the Executive hereunder, (iii) an amount equal to the vacation pay which would otherwise be payable for the twelve (12) month period next following the date of termination; (b) until the earlier of ONE (1) YEAR following the effective date of termination personal computer and the end of the month in which he commences employment with another employer that provides reasonably equivalent benefits to its senior executives as those fax machine provided by the Company to that are currently in the Executive hereunder (but subject to his insurability), the Executive and his dependents will continue to be eligible for all employee life, medical, extended health and dental insurance and other benefits (other than disability insurance plans/benefits) under benefit plans and programs then in effect for executive and key management employees of the Company and the Company will provide the same or, at its option, will purchase substantially comparable benefits outside its existing plans and programmes, provided, however, that nothing in this subsection 4.03(b) will be construed as limiting the Company’s right to terminate or amend generally any such employee benefit plan(s) or programme(s) at any time; (c) the Company will, on or before the effective date of termination, provide to the Executive a positively-worded, mutually agreeable letter of reference, over the signature of the Chairman of the Board, a member of the management or executive committee of the Board or a senior executive of the Company and will undertake that all employment enquiries regarding the Executive will be answered in a manner consistent with the letter of reference; and (d) the Company will reimburse the Executive for outplacement and financial counselling, job search or relocation expenses, and tax planning services actually incurred to an aggregate maximum of FIFTY THOUSAND (CAD 50,000) DOLLARS, provided that any relevant consultants providing such services have been approved in writing by the Company, acting reasonably, prior to the incurring of such fees or expenseExecutive's home.

Severance Payments and Benefits. If a severance event described in Section 1.1 occurs, then, subject to timely compliance with the Executive’s employment is terminated by either the Company or release condition specified in Section 2 below, the Executive pursuant will be entitled to any of subsections 4.01(b), 4.02(a) or 4.02(b), receive the following will applyseverance payments and benefits: (a) an amount equal to 1.5 times the sum of (a) the Executive’s highest annual rate of salary in effect during the one-year period preceding the date the Executive’s employment terminates, plus (b) the average annual cash bonus earned by the Executive during the two fiscal years preceding the fiscal year in which the Executive’s employment terminates, which amount will be payable in equal periodic installments during the 18-month period following the termination of the Executive’s employment in accordance with normal payroll practices (for purposes of Section 409A of the Code, this series of installment payments is treated as a right to a series of separate payments), subject to section 4.04delayed commencement and related make-up payment provisions set forth in Sections 2 and 11 of this Agreement; and (b) if, on or immediately before the specified termination of the Executive’s employment, the Executive and/or the Executive’s spouse and/or any of the Executive’s dependents participates (other than via COBRA) in a Company group health plan, then, for the 18 months following the date of terminationsuch termination (or, if sooner, until corresponding coverage is obtained under a successor employer’s plan), the Executive and/or such spouse and/or dependents may elect to continue participating in the Company’s plan at the same benefit and contribution levels and on the same basis as if the Executive’s employment had continued (which continuing participation will be deemed to be in addition to and not in lieu of COBRA); provided, however, that, if provision of such coverage is not permitted by the plan or by applicable law or would otherwise cause the Company to incur a penalty or additional tax, then, in lieu of such coverage, the Company will pay provide COBRA continuation coverage to the Executive, or as he may in writing directand the Executive’s spouse and/or dependents, in cash or by certified cheque or bank draftat the Company’s sole expense, as liquidated damagesif and to the extent any of such persons elects and is entitled to receive COBRA continuation coverage, severanceand, compensation for loss of office, employment and benefits, and for termination of this agreement, and in addition to any amounts payable pursuant to Section 4.07applicable tax laws, an amount equal to ONE AND ONE-HALF (1½) TIMES the sum of: (i) the annual Base Salary then payable to the Executive, (ii) the amount of the last bonus (if any) paid Company’s subsidy will be reported as W-2 wage income to the Executive hereunder, (iii) an amount equal to the vacation pay which would otherwise be payable for the twelve (12) month period next following the date of termination; (b) until the earlier of ONE (1) YEAR following the effective date of termination and the end of the month in which he commences employment with another employer that provides reasonably equivalent benefits to its senior executives as those provided by the Company to the Executive hereunder (but subject to his insurability), the Executive and his dependents will continue to be eligible for all employee life, medical, extended health and dental insurance and other benefits (other than disability insurance plans/benefits) under benefit plans and programs then in effect for executive and key management employees of the Company and the Company will provide the same or, at its option, will purchase substantially comparable benefits outside its existing plans and programmes, provided, however, that nothing in this subsection 4.03(b) will be construed as limiting the Company’s right to terminate or amend generally any such employee benefit plan(s) or programme(s) at any time; (c) the Company will, on or before the effective date of termination, provide to the Executive a positively-worded, mutually agreeable letter of reference, over the signature of the Chairman of the Board, a member of the management or executive committee of the Board or a senior executive of the Company and will undertake that all employment enquiries regarding the Executive will be answered in a manner consistent with the letter of reference; and (d) the Company will reimburse the Executive for outplacement and financial counselling, job search or relocation expenses, and tax planning services actually incurred to an aggregate maximum of FIFTY THOUSAND (CAD 50,000) DOLLARS, provided that any relevant consultants providing such services have been approved in writing by the Company, acting reasonably, prior to the incurring of such fees or expenseExecutive.

Severance Payments and Benefits. If Subject to the Executive’s employment is terminated by either provisions of paragraph 8 below, in the event of a Termination, in lieu of the amount otherwise payable under paragraph 4 above, the Company or the Executive pursuant to any of subsections 4.01(b), 4.02(a) or 4.02(b), the following will applyshall: (a) subject to section 4.04, on or before pay the specified Executive a lump sum payment in cash no later than ten business days after the date of termination, the Company will pay to the Executive, or as he may in writing direct, in cash or by certified cheque or bank draft, as liquidated damages, severance, compensation for loss of office, employment and benefits, and for termination of this agreement, and in addition to any amounts payable pursuant to Section 4.07, an amount Termination equal to ONE AND ONE-HALF (1½) TIMES the sum of: (i) the annual Base Salary then payable sum of (A) the Executive’s base salary through and including the date of Termination and any bonus amounts which have become payable, to the extent not theretofore paid, (B) a pro rata portion of the Executive,’s annual bonus for the fiscal year in which the date of Termination occurs in an amount equal to (1) the Executive’s Bonus Amount (as defined below), multiplied by (2) a fraction, the numerator of which is the number of days in the fiscal year in which the date of Termination occurs through and including the date of Termination, and the denominator of which is 365, (C) any compensation previously deferred by the Executive other than pursuant to a tax-qualified plan (together with any interest and earnings thereon), (D) accrued and unpaid vacation pay through and including the date of Termination and (E) unreimbursed business expenses through and including the date of Termination; (ii) an amount equal to the amount product of the last bonus Applicable Multiple (if anyas defined below) paid and the Executive’s annual salary in effect immediately prior to the Executive hereunder,date of Termination; and (iii) an amount equal to the vacation pay which would otherwise be payable product of the Applicable Multiple and the Executive’s Bonus Amount; and (b) continue to provide the Executive (and, if applicable, the Executive’s dependent’s), for the twelve (12) a 24 month period next following the date of termination; Termination, with the same level of benefits described in paragraph 4(d) of this Agreement upon substantially the same terms and conditions (bincluding contributions required by the Executive for such benefits) until as existed immediately prior to the earlier of ONE (1) YEAR following the effective date of termination Termination (or, if more favorable to the Executive, as such benefits and terms and conditions existed immediately prior to the end Change of Control), provided, that, if the month Executive cannot continue to participate in which he commences employment the Company plans providing such benefits, the Company shall otherwise provide such benefits on the same after-tax basis as if continued participation had been permitted. Notwithstanding the foregoing provisions of this paragraph, in the event the Executive becomes reemployed with another employer and becomes eligible to receive welfare benefits from such employer, the welfare benefits described in this Agreement shall be secondary to such benefits during the period of the Executive’s eligibility, but only to the extent that provides reasonably equivalent benefits to its senior executives as those provided by the Company to the Executive hereunder (but subject to his insurability), the Executive and his dependents will continue to be eligible for all employee life, medical, extended health and dental insurance and other benefits (other than disability insurance plans/benefits) under benefit plans and programs then in effect for executive and key management employees of the Company and the Company will provide the same or, at its option, will purchase substantially comparable benefits outside its existing plans and programmes, provided, however, that nothing in this subsection 4.03(b) will be construed as limiting the Company’s right to terminate or amend generally any such employee benefit plan(s) or programme(s) at any time; (c) the Company will, on or before the effective date of termination, provide to the Executive a positively-worded, mutually agreeable letter of reference, over the signature of the Chairman of the Board, a member of the management or executive committee of the Board or a senior executive of the Company and will undertake that all employment enquiries regarding the Executive will be answered in a manner consistent with the letter of reference; and (d) the Company will reimburse reimburses the Executive for outplacement any increased cost and financial counselling, job search or relocation expenses, and tax planning services actually incurred provides any additional benefits necessary to an aggregate maximum of FIFTY THOUSAND (CAD 50,000) DOLLARS, give the Executive the benefits provided that any relevant consultants providing such services have been approved in writing by the Company, acting reasonably, prior to the incurring of such fees or expensehereunder.

Severance Payments and Benefits. If the Executive’s employment is terminated by either the Company or a severance event described in Section 1.1 occurs, then the Executive pursuant to any of subsections 4.01(b), 4.02(a) or 4.02(b), will receive the following will applyseverance payments and benefits: (a) subject an amount equal to section 4.041.5 times the sum of (a) the Executive’s highest annual rate of salary in effect during the one-year period preceding the date the Executive’s employment terminates, on or plus (b) the average annual cash bonus earned by the Executive during the two fiscal years preceding the fiscal year in which the Executive’s employment terminates, which amount will be payable in equal periodic installments during the 18-month period following the termination of the Executive’s employment in accordance with normal payroll practices (for purposes of Section 409A of the Code, this series of installment payments is treated as a right to a series of separate payments); and (b) if, immediately before the specified termination of the Executive’s employment, the Executive and/or the Executive’s spouse and/or any of the Executive’s dependents participates (other than via COBRA) in a Company group health plan, then, for the 18 months following the date of terminationsuch termination (or, if sooner, until corresponding coverage is obtained under a successor employer’s plan), the Executive and/or such spouse and/or dependents may elect to continue participating in the Company’s plan at the same benefit and contribution levels and on the same basis as if the Executive’s employment had continued (which continuing participation will be deemed to be in addition to and not in lieu of COBRA), or, if such coverage is not permitted by the plan or by applicable law, then, in lieu of such coverage, the Company will pay provide COBRA continuation coverage to the Executive, or as he may in writing direct, in cash or by certified cheque or bank draft, as liquidated damages, severance, compensation for loss of office, employment and benefits, and for termination of this agreement, and in addition to any amounts payable pursuant to Section 4.07, an amount equal to ONE AND ONE-HALF (1½) TIMES the sum of: (i) the annual Base Salary then payable to the Executive, (ii) the amount of the last bonus (if any) paid to the Executive hereunder, (iii) an amount equal to the vacation pay which would otherwise be payable for the twelve (12) month period next following the date of termination; (b) until the earlier of ONE (1) YEAR following the effective date of termination and the end of the month in which he commences employment with another employer that provides reasonably equivalent benefits to its senior executives as those provided by the Company to the Executive hereunder (but subject to his insurability), the Executive and his dependents will continue to be eligible for all employee life, medical, extended health and dental insurance and other benefits (other than disability insurance plans/benefits) under benefit plans and programs then in effect for executive and key management employees of the Company and the Company will provide the same or’s spouse and/or dependents, at its option, will purchase substantially comparable benefits outside its existing plans and programmes, provided, however, that nothing in this subsection 4.03(b) will be construed as limiting the Company’s right to terminate or amend generally any such employee benefit plan(s) or programme(s) at any time; (c) the Company willsole expense, on or before the effective date of termination, provide if and to the Executive a positively-worded, mutually agreeable letter of reference, over the signature of the Chairman of the Board, a member of the management or executive committee of the Board or a senior executive of the Company and will undertake that all employment enquiries regarding the Executive will be answered in a manner consistent with the letter of reference; and (d) the Company will reimburse the Executive for outplacement and financial counselling, job search or relocation expenses, and tax planning services actually incurred to an aggregate maximum of FIFTY THOUSAND (CAD 50,000) DOLLARS, provided that extent any relevant consultants providing such services have been approved in writing by the Company, acting reasonably, prior to the incurring of such fees or expensepersons elects and is entitled to receive COBRA continuation coverage.