Common use of Termination Entitlements Clause in Contracts

Termination Entitlements. If your employment is terminated under Section 2 of this Agreement, you shall be entitled to the Outstanding Amounts. If your employment is terminated pursuant to Subsection 2(a) or 2(d), the Company shall also pay you the Severance Payment. The Severance Payment, if any, will be paid out to you pro rata on the Company’s regular paydays over the course of the twelve (12) month period beginning on the Date of Termination and in such amounts as you would have otherwise received if you were still employed by the Company and receiving your Base Salary. For the sake of clarity, your COBRA rights, if any, will commence effective as of the Date of Termination, and not at the conclusion of the payment of the Severance Payment. If your employment hereunder terminates or is terminated by you for any reason other than Good Reason, or by the Company for any reason other than Without Cause (including by reason of your death or Disability), you shall not be entitled to the Severance Payment, any payment in lieu of notice of termination or any similar payment in respect of such termination other than Outstanding Amounts payable to you up to the Date of Termination. Following your termination, in no event shall you receive any amount from the Company in excess of the aggregate of the Outstanding Amounts and the Severance Payment. Notwithstanding anything herein to the contrary, if you are a “specified employee” within the meaning of Treasury Regulation Section 1.409A-l(i) (or any successor thereto) on your Date of Termination, any Severance Payment that is in excess of the amount that qualifies as separation pay under Treasury Regulation Section 1.409A-1(b)(9) shall not begin to be paid until six months after your Date of Termination, and at that time, you will receive in one lump sum payment all of the Severance Payment that would have been paid to you during the first six months following your Date of Termination. The Company shall determine, consistent with any guidance issued under Code Section 409A, the portion of Severance Payments that are required to be delayed, if any. Except as otherwise explicitly stated in this Agreement, any benefits to which you or your beneficiaries may be entitled under any benefit plans in which you participate by reason of your employment with the Company shall be determined as of the Date of Termination in accordance with the terms of such plans, and you and your beneficiaries shall cease to accrue any benefits under such benefit plans from and after the Date of Termination. To the fullest extent not otherwise limited by statute, you agree that the amounts payable pursuant to this Section 4, upon termination of this Agreement and your employment hereunder shall: (a) be reduced by the amount of any payments that the Company is obligated to make to you by reason of such termination pursuant to applicable employment standards legislation; and (b) be conditioned on your executing a general mutual release, in form and substance acceptable to the Company, of all liability against the Company, and your compliance with Section 5(d).

Termination Entitlements. If your employment is terminated under Section 2 of this Agreement, you shall be entitled to the Outstanding Amounts. If your employment is terminated pursuant to Subsection 2(a) or 2(d), the Company shall also pay you the Severance Payment. The Severance Payment, if any, will be paid out to you pro rata on in the Company’s regular paydays normal course with a portion of the Severance Payment paid each consecutive pay period over the course of the twelve eighteen (1218) month period beginning on the Date of Termination and in such amounts as you would have otherwise received if you were still employed by with the Company and receiving your Base Salary. For the sake of clarity, your COBRA rights, if any, will commence effective as of the Date of Termination, and not at the conclusion of the payment of the Severance Payment. If your employment hereunder terminates or is terminated by you for any reason other than Good Reason, or by the Company for any reason other than Without Cause or on account of your Disability (including by reason of your death or Disabilitydeath), you shall not be entitled to the Severance Payment, any payment in lieu of notice of termination or any similar payment in respect of such termination other than Outstanding Amounts payable to you up to the Date of Termination. Following your termination, in no event shall you receive any amount from the Company in excess of the aggregate of the Outstanding Amounts and the Severance Payment. Notwithstanding anything herein to the contrary, if you are a “specified employee” within the meaning of Treasury Regulation Section 1.409A-l(i) (or any successor thereto) on your Date of Termination, any Severance Payment that is in excess of the amount that qualifies as separation pay under Treasury Regulation Section 1.409A-1(b)(9) shall not begin to be paid until six months after your Date of Termination, and at that time, you will receive in one lump sum payment all of the Severance Payment that would have been paid to you during the first six months following your Date of Termination. The Company shall determine, consistent with any guidance issued under Code Section 409A, the portion of Severance Payments that are required to be delayed, if any. Except as otherwise explicitly stated in this AgreementAgreement or in other written agreements between you and the Company, any benefits to which you or your beneficiaries may be entitled under any benefit plans in which you participate by reason of your employment with the Company shall be determined as of the Date of Termination in accordance with the terms of such plans, and you and your beneficiaries shall cease to accrue any benefits under such benefit plans from and after the Date of Termination. To the fullest extent not otherwise limited by statute, you agree that the amounts payable pursuant to this Section 4, upon termination of this Agreement and your employment hereunder shall: (a) be reduced by the amount of any payments that the Company is obligated to make to you by reason of such termination pursuant to applicable employment standards legislation; and (b) be conditioned on your executing a general mutual release, in form and substance reasonably acceptable to you and the Company, of all liability against the Company, and your compliance with Section 5(d)each party hereto.

Termination Entitlements. If your employment is terminated under Section 2 of this Agreement, you shall be entitled to the Outstanding Amounts. If your employment is terminated pursuant to Subsection 2(a) or 2(d), the Company shall also pay you the Severance Payment. The Severance Payment, if any, will be paid out to you pro rata on the Company’s 's regular paydays over the course of the twelve (12) month period beginning on the Date of Termination and in such amounts as you would have otherwise received if you were still employed by the Company and receiving your Base Salary. For the sake of clarity, your COBRA rights, if any, will commence effective as of the Date of Termination, and not at the conclusion of the payment of the Severance Payment. If your employment hereunder terminates or is terminated by you for any reason other than Good Reason, or by the Company for any reason other than Without Cause (including by reason of your death or Disability), you shall not be entitled to the Severance Payment, any payment in lieu of notice of termination or any similar payment in respect of such termination other than Outstanding Amounts payable to you up to the Date of Termination. Following your termination, in no event shall you receive any amount from the Company in excess of the aggregate of the Outstanding Amounts and the Severance Payment. Notwithstanding anything herein to the contrary, if you are a “"specified employee” " within the meaning of Treasury Regulation Section 1.409A-l(i1.409A-1(i) (or any successor thereto) on your Date of Termination, any Severance Payment that is in excess of the amount that qualifies as separation pay under Treasury Regulation Section 1.409A-1(b)(9) shall not begin to be paid until six months after your Date of Termination, and at that time, you will receive in one lump sum payment all of the Severance Payment that would have been paid to you during the first six months following your Date of Termination. The Company shall determine, consistent with any guidance issued under Code Section 409A, the portion of Severance Payments that are required to be delayed, if any. Except as otherwise explicitly stated in this Agreement, any benefits to which you or your beneficiaries may be entitled under any benefit plans in which you participate by reason of your employment with the Company shall be determined as of the Date of Termination in accordance with the terms of such plans, and you and your beneficiaries shall cease to accrue any benefits under such benefit plans from and after the Date of Termination. To the fullest extent not otherwise limited by statute, you agree that the amounts payable pursuant to this Section 4, upon termination of this Agreement and your employment hereunder shall: (a) be reduced by the amount of any payments that the Company is obligated to make to you by reason of such termination pursuant to applicable employment standards legislation; and (b) be conditioned on your executing a general mutual releaserelease (the “Release”), in form and substance acceptable to the Company, of all liability against the Company, and your compliance with Section 5(d)5. The Release shall be delivered to the Company on the date set by the Company, which shall be no later than 45 days following your Date of Termination, and the Release will be delivered by the Company to you at least 21 days before the deadline set for its return. If you do not return the signed Release by the date set by the Company, you will forfeit the Severance Payment. Any severance pay that is delayed due to the release requirement shall be paid immediately following receipt of the Release and no later than 60 days after termination, provided that if such 60 day period spans two calendar years, the payment will be made in the second calendar year. Installment payments of severance pay shall be treated as a series of separate payments.

Termination Entitlements. If your employment is terminated under Section 2 of this Agreement, you shall be entitled to the Outstanding Amounts. If your employment is terminated pursuant to Subsection 2(a) or 2(d), and following your execution of a mutual release of claims in a form comparable to Exhibit B, the Company shall also pay you the Severance Payment. The Severance Payment, if any, will be paid out to you pro rata on the Company’s regular paydays over the course of the twelve (12) month period beginning on the payroll following your Date of Termination and in such amounts as you would have otherwise received if you were still employed by the Company and receiving your Base Salary. Your healthcare benefits will remain active through the last day of the month in which your separation occurs. For the sake of clarity, your COBRA rights, if any, will commence effective as of the first day in the month following your Date of Termination, and not at the conclusion of the payment of the Severance Payment. If your employment hereunder terminates or is terminated by you for any reason other than Good Reason, or by the Company for any reason other than Without Cause (including by reason of your death or Disability), you shall not be entitled to the Severance Payment, any payment in lieu of notice of termination or any similar payment in respect of such termination other than Outstanding Amounts payable to you up to the Date of Termination. Following your termination, in no event shall you receive any amount from the Company in excess of the aggregate of the Outstanding Amounts and the Severance Payment. Notwithstanding anything herein to the contrary, if you are a “specified employee” within the meaning of Treasury Regulation Section 1.409A-l(i1.409A-1(i) (or any successor thereto) on your Date of Termination, any Severance Payment that is in excess of the amount that qualifies as separation pay under Treasury Regulation Section 1.409A-1(b)(9) shall not begin to be paid until six months after your Date of Termination, and at that time, you will receive in one lump sum payment all of the Severance Payment that would have been paid to you during the first six months following your Date of Termination. The Company shall determine, consistent with any guidance issued under Code Section 409A, the portion of Severance Payments that are required to be delayed, if any. Except as otherwise explicitly stated in this Agreement, any benefits to which you or your beneficiaries may be entitled under any benefit plans in which you participate by reason of your employment with the Company shall be determined as of the Date of Termination in accordance with the terms of such plans, and you and your beneficiaries shall cease to accrue any benefits under such benefit plans from and after the Date of Termination. To the fullest extent not otherwise limited by statute, you agree that the amounts payable pursuant to this Section 4, upon termination of this Agreement and your employment hereunder shall: (a) be reduced by the amount of any payments that the Company is obligated to make to you by reason of such termination pursuant to applicable employment standards legislation; and (b) be conditioned on your executing a general mutual release, in form and substance acceptable to the Company, of all liability against the Company, and your compliance with Section 5(d)5.

Termination Entitlements. If your employment is terminated under Section 2 of this Agreementby the Company Without Cause, you shall be entitled to (i) any accrued but unpaid portion of your Base Salary, (ii) any declared but unpaid portion of your Bonus, and (iii) any reimbursement of expenses properly incurred in the course of your employment by the Company (collectively referred to herein as your “Outstanding Amounts. If ”), up to the effective date of the termination of your employment is terminated pursuant to Subsection 2(a) or 2(dby the Company (the “Date of Termination”). In such event, the Company shall also pay you to you, as liquidated damages, a lump sum equal to the Severance Payment. The Severance Payment, if any, will lesser of (a) 12 months of your Base Salary and (b) the amount of your Base Salary that would otherwise be paid out payable to you pro rata on the Company’s regular paydays over the course remainder of the twelve (12) month period beginning on the Date of Termination and in such amounts as you would have otherwise received if you were still employed by the Company and receiving your Base Salary. For the sake of clarity, your COBRA rights, if any, will commence effective as of the Date of Termination, and not at the conclusion of the payment of the Severance PaymentTerm. If your employment hereunder terminates or is terminated by you for any reason other than Good Reason, or by the Company for any reason other than Without Cause (including by reason of your death or Disability), you shall not be entitled to the Severance Paymentany severance, any payment in lieu of notice of termination or any similar payment in respect of such termination other than any Outstanding Amounts payable to you up to the Date of Termination. Following your termination, in no event shall you receive any amount from the Company in excess of the aggregate of the Outstanding Amounts and the Severance Payment. Notwithstanding anything herein to the contrary, if you are a “specified employee” within the meaning of Treasury Regulation Section 1.409A-l(i) (or any successor thereto) on your Date of Termination, any Severance Payment that is in excess of the amount that qualifies as separation pay under Treasury Regulation Section 1.409A-1(b)(9) shall not begin to be paid until six months after your Date of Termination, and at that time, you will receive in one lump sum payment all of the Severance Payment that would have been paid to you during the first six months following your Date of Termination. The Company shall determine, consistent with any guidance issued under Code Section 409A, the portion of Severance Payments that are required to be delayed, if any. Except as otherwise explicitly stated in this Agreement, any Any benefits to which you or your beneficiaries may be entitled under any benefit plans in which you participate by reason of your employment with the Company shall be determined as of the Date of Termination in accordance with the terms of such plans, and you and your beneficiaries shall cease to accrue any benefits under such benefit plans from and after the Date of Termination. To If your employment is terminated by the fullest extent not otherwise limited Company Without Cause or if your employment terminates as a result of your death or Disability (but not, for certainty, if your employment by statutethe Company terminates as a result of your resignation or for any other reason), you (or your estate) shall be entitled to require the Company, by notice in writing (a “Put Notice”) given to the Company not more than 60 days following the effective date of your termination, to repurchase all (but not less than all) of the Initial Acquired Stock then beneficially owned by you (the “Put Stock”) (but not, for certainty, any Additional Stock) for a purchase price equal to its fair market value. For purposes of determining the number of shares of the Initial Acquired Stock beneficially owned by you at the time of the termination of your employment by the Company, you shall be deemed, in connection with any prior disposition by you of shares of Common Stock, to have disposed of the shares of Initial Acquired Stock before disposing of any of the shares of the Additional Stock or any other shares of Common Stock beneficially owned by you. In the event of the delivery of a Put Notice, the fair market value of the Put Stock shall be determined by the Board within 30 days of the receipt of the Put Notice by the Company and the Company shall promptly thereafter advise you (or your estate) of the Board’s determination. If you (or your estate) object to the Board’s determination as to the fair market value of the Put Stock, you (or your estate) shall be required to advise the Company of the objection by notice in writing given within 10 days of your receipt of notice of the Board’s determination. If a notice of objection is not given in accordance with the foregoing, you shall be deemed to have accepted and agreed with the Board’s determination of the fair market value of the Put Stock. If you and the Company fail to agree on the fair market value of the Put Stock within 10 business days after the receipt by the Company of notice of your objection, you and the Company shall as soon as practicable jointly appoint an arbitrator (who shall be an employee of an accredited business valuator or investment bank) who shall determine the fair market value of the Put Stock. The Company will provide the arbitrator with such information as to the Company as the arbitrator may reasonably require in order to determine the fair market value of the Put Stock. The arbitrator shall deliver his report to the Company and you as soon as practicable and, in any event, within 30 days of his appointment. If the fair market value of the Put Stock is determined by the arbitrator to be 10% or more than the fair market value as determined by the Board, the arbitrator’s determination shall be conclusive, final and binding on the parties and the Company shall pay all of the fees and expenses of the arbitrator. In all other circumstances, the Board’s determination as to the fair market value of the Put Stock shall be conclusive, final and binding on the parties and you shall be liable for payment of all fees and expenses of the arbitrator. Notwithstanding the foregoing paragraph, the fair market value for the Put Stock shall be, for purposes of determining the purchase price to be paid by the Company for the Put Stock, not less than $2.30 per share (the “Floor Price”) if the EBITDA for the Company for its most recently ended four-quarter fiscal year is not less than 110% of the EBITDA of the Company for its fiscal year ended December 31, 2002. Notwithstanding the foregoing, the Floor Price shall be subject to adjustment in such manner as may be determined by the Board if at any time during the Term there has been any material increase in (i) the fully-diluted number of shares of Common Stock outstanding or (ii) the consolidated indebtedness (including capitalized leases and other long-term liabilities) of the Company. For purposes of this Agreement, “EBITDA” means, for any fiscal year of the Company, an amount equal to the Company’s net income or net loss for such fiscal year, calculated on a consolidated basis in accordance with generally accepted accounting principles (but excluding any extraordinary, non-recurring or unusual items) plus, without duplication and to the extent reflected as a charge in calculating net income or net loss: (a) the aggregate of all depreciation, amortization and other like reductions to the net income of the Company not requiring an outlay of cash; (b) interest expense and charges; and (c) the aggregate of all amounts in respect or current or future taxes. Other than as provided in this Section 6, you agree that you (and your estate, if applicable) shall have no claim whatsoever against the Company or any other person for damages, remuneration or otherwise arising out of or relating to any termination of your employment by the Company. You specifically agree to execute a formal release document to that effect and shall deliver appropriate resignations from all offices and positions with the Company and any other subsidiary of the Company if and when requested by the Board following any termination of your employment by the Company. You agree that the amounts payable pursuant to this Section 4, 6 upon termination of this Agreement and your employment hereunder shall: (a) shall be reduced by the amount of any payments that which the Company is obligated to make to you by reason of such termination pursuant to applicable employment standards legislation; and (b) be conditioned on your executing a general mutual release, in form and substance acceptable to the Company, of all liability against the Company, and your compliance with Section 5(d).