Common use of Termination and Severance Benefits Clause in Contracts

Termination and Severance Benefits. (a) Executive's employment under this Employment Agreement shall immediately terminate and all rights, benefits and obligations hereunder shall cease in the event of Executive's death except for benefits accrued but unpaid for any period prior to his death, including, but not limited to, any Performance Bonus or other benefit provided for under Paragraph 4 of this Agreement, and except as provided in Paragraphs 4(d) and 7(c). (b) In the event that a reputable medical doctor ("Consulting Physician") selected by the Board of Trustees of the Company and engaged at the expense of the Company determines that Executive, by reason of physical or mental disability, is and has been unable to perform substantially his usual and customary duties under this Agreement for a period of ninety (90) consecutive days or on hundred twenty (120) days in the aggregate in any twelve (12) month period ("Disability"), Executive's employment under this Employment Agreement shall be terminated and all benefits and obligations hereunder shall cease except for benefits accrued but unpaid for any period prior to the beginning of such Disability, including, but not limited to, any Performance Bonus or other benefit provided for under Paragraph 4 of this Agreement, and except as provided in Paragraphs 4(d) and 7(c). (c) Upon termination of Executive's employment under this Agreement resulting from his death or Disability, the Company shall continue to pay the Executive's salary to the estate of the Executive (in the event of death) or to the Executive (in the event of Disability) for a period of twelve (12) months from the date of termination (the "Severance Period"). In the event of the Executive's Disability, Executive shall also receive, during the Severance Period, those fringe benefits, perquisites and coverages described in Paragraphs 5 and 6. The amount of any payments to be paid to Executive as a result of Disability shall be reduced by any payments received by the Executive from any disability or other policies paid for by the Company. (d) The Company shall have the right to terminate Executive's employment under this Agreement for Cause. "Cause" means an act or omission: (i) causing material injury to the Company or any affiliates of the Company and involving financial gain or benefit to the Executive, his family or his affiliates; (ii) involving repeated material breach of the Executive's obligations; (iii) which is a material failure of the Executive to perform his duties or failure to adhere to instructions from the Board of Trustees after written notice from the Board; (iv) constituting a felony, or involving any material financial defalcation; (v) involving public intoxication or use of controlled substances without a prescription therefor; or (vi) causing material damage to the reputation of the Company or any affiliate of the Company;

Termination and Severance Benefits. (a) Executive's employment under this Employment Agreement shall immediately terminate and all rights, benefits and obligations hereunder shall cease in a. In the event of Executive's death except for benefits accrued but unpaid ’s employment terminates or is terminated (i) by Executive for any period prior to reason except the Company’s breach of this Agreement, or (ii) by Company for “cause” (as hereinafter defined), Executive will receive his death, includingBase Salary and accrued benefits through the last day of employment, but not limited toExecutive will have no further entitlement to additional compensation, including bonuses, severance pay or any Performance Bonus other Company-paid benefits or other benefit provided for under Paragraph 4 perquisites of employment. b. In the event Executive’s employment is terminated (i) upon Executive’s death or disability (as hereafter defined), (ii) by Company without cause or (iii) by Executive because of Company’s breach of this Agreement, and except as provided Executive executes a separation agreement in Paragraphs 4(da form mutually satisfactory to Moog and Executive (that includes a standard release of claims but does not otherwise include terms inconsistent with or in addition to those set forth herein), Executive will be entitled to (A) his Base Salary and 7(c)accrued bonuses and benefits through the last day of his employment, (B) an additional payment equal to the lesser of (1) an amount equal to 360 days of his Base Salary then in effect or (2) an amount equal to his Base Salary through the final day of Term and (C) to the extent not previously paid, the bonuses payable under Section 6b. above; provided, that upon any such termination, Executive will have no further entitlement to additional compensation, including other bonuses, severance pay or any other Company-paid benefits or perquisites of employment. c. For the purposes of this Agreement, “cause” will be deemed to exist upon: (bi) In theft or malfeasance by Executive in the event that a reputable medical doctor ("Consulting Physician") selected by the Board of Trustees conduct of the Business; (ii) the failure or refusal by Executive to perform material duties and/or responsibilities assigned to him under this Agreement or the breach by Executive of any material provision of this Agreement, in either case that continues uncured following 10 days written notice thereof (a “Notice of Breach”) to Executive (provided, however, that Executive shall not be entitled to receive a Notice of Breach, and shall not be provided a 10 day right to cure, more than one time per incident); (iii) the breach by Executive of a fiduciary duty or duty of loyalty to the Company; (iv) Executive’s conviction for or plea of nolo contendre to any crime involving moral turpitude, any felony or any crime against the Company or its affiliates; (v) use of alcohol or controlled substances by Executive during work hours, or the use by Executive of illegal drugs at any time; or (vi) any intentional act(s) or omission(s) by Executive that, in the good faith and engaged at the expense reasonable opinion of the Company determines that Executive, by reason President of physical or mental disabilityMoog, is and has been materially harmful to the business, goodwill or reputation of Moog or any of its subsidiaries or affiliates (“Moog Companies”), whether or not such actions or omissions occur during the course of Executive’s employment. d. For the purposes of this Agreement, “disability” means any mental or physical condition that renders Executive unable to perform substantially the essential functions of his usual and customary duties under this Agreement position, with or without reasonable accommodation, for a an aggregate period in excess of ninety (90) consecutive days or on hundred twenty (120) days in the aggregate in any twelve (12) month period ("Disability"), Executive's employment under this Employment Agreement shall be terminated and all benefits and obligations hereunder shall cease except for benefits accrued but unpaid for any period prior to the beginning of such Disability, including, but not limited to, any Performance Bonus or other benefit provided for under Paragraph 4 of this Agreement, and except as provided in Paragraphs 4(d) and 7(c)days. (c) Upon termination of Executive's employment under this Agreement resulting from his death or Disability, the Company shall continue to pay the Executive's salary to the estate of the Executive (in the event of death) or to the Executive (in the event of Disability) for a period of twelve (12) months from the date of termination (the "Severance Period"). In the event of the Executive's Disability, Executive shall also receive, during the Severance Period, those fringe benefits, perquisites and coverages described in Paragraphs 5 and 6. The amount of any payments to be paid to Executive as a result of Disability shall be reduced by any payments received by the Executive from any disability or other policies paid for by the Company. (d) The Company shall have the right to terminate Executive's employment under this Agreement for Cause. "Cause" means an act or omission: (i) causing material injury to the Company or any affiliates of the Company and involving financial gain or benefit to the Executive, his family or his affiliates; (ii) involving repeated material breach of the Executive's obligations; (iii) which is a material failure of the Executive to perform his duties or failure to adhere to instructions from the Board of Trustees after written notice from the Board; (iv) constituting a felony, or involving any material financial defalcation; (v) involving public intoxication or use of controlled substances without a prescription therefor; or (vi) causing material damage to the reputation of the Company or any affiliate of the Company;