Common use of Termination of Executives Employment Clause in Contracts

Termination of Executives Employment. (a) In the event of Executive's termination of employment during the Term by reason of his voluntary termination of employment with Company for Good Reason, or termination of Executive's employment by the Company for any reason other than Cause or Disability: (i) Company shall pay to Executive, at Executive's option, either in annual payments or in a lump sum not later than thirty (30) days after such termination, an amount equal to Executive's current annual authorized base salary, multiplied by the number of years (computed to the nearest month) by which his age, at the time of such termination of Executive's employment, is less than age 65; however, in no event shall said lump sum payment or annual payments be more than three times Executive's current annual authorized base salary. The payment of such lump sum amount or annual payments to Executive shall not affect the obligations of Company, or its successor, under any plan, other agreement or arrangement pursuant to which Executive is entitled to any retirement, pension, stock and insurance, benefits, payments and welfare contributions applicable to former or retired management employees of Company, generally; and (ii) For a period of three (3) years following such termination of Executive's employment Company shall, at its expense, continue on behalf of Executive and his dependents and beneficiaries the life insurance, disability, medical, dental and hospitalization benefits provided to other similarly situated executives (and their dependents and beneficiaries) who continue in the employ of Company; provided, however, that if Executive obtains any such benefits under the benefit plans of a subsequent employer, Company's obligation to provide such benefits will be reduced to the extent that the combined benefit received by the Executive and his dependents and beneficiaries in all events is no less favorable than the benefit that would be received if the benefits under Company's plans and arrangements. The period during which benefits must be continued under Section 4980B of the Internal Revenue Code and Section 601 of the Employee Retirement Income Security Act of 1974 shall be reduced by the period during which benefits are continued hereunder. In the event of Executive's death following a termination of employment as described in paragraph (a) above, any amounts that would otherwise have been payable to Executive under subparagraph (a)(i) shall be paid to Executive's estate and the benefits under subparagraph (a)(ii) shall continue to be provided to Executive's dependents and beneficiaries for the specified time period. (b) In the event that Executive's employment is terminated by Company for Cause or Disability or by Executive without Good Reason or by reason of Executive's death, Executive (or his estate) will be entitled to receive only the compensation earned but unpaid as of the date of termination of his employment, plus such other benefits to which he or his estate may be entitled under Company plans.

Termination of Executives Employment. 4.1 The Appointment may be terminated by the Executive hereto giving to the Company not less than three (3) months’ written notice, or in lieu of notice, payment of an amount equivalent to the Executive’s Base Salary for three (3) months. If the Company terminates the Appointment of the Executive, the Company shall be obliged to compensate the Executive a severance payment which will be equivalent to the total remuneration that would have been paid to the Executive as if he had completed his Term as the Chief Executive Officer of the Company (“Severance Payment”). In the event there is a change in control of the Company, the Executive shall be granted with the option to continue his Appointment with the Company. If the Executive decides not to continue with the Appointment, the Company shall be obliged to compensate the Executive an amount equivalent to the Severance Payment. For the avoidance of doubt, the Severance Payment shall be for the balance of the tenure of his Term and shall be computed based on the highest annual remuneration, including salaries, incentive payments and Performance Bonus paid to the Executive in the previous years prior to the termination of the Appointment. Such Severance Payment shall be paid in cash only. 4.2 Unless otherwise mutually agreed in writing, the Severance Payment is payable within seven (7) days from the date termination of the Appointment. 4.3 Notwithstanding the other provisions of tins Agreement, the Company shall be entitled to terminate the Appointment forthwith immediately, but without prejudice to the rights and remedies of the Company for any breach of this Agreement and to the Executive’s continuing obligations under this Agreement herein by reference, in any of the following cases: (a) In if the event Executive is convicted or otherwise found guilty by any court of Executive's termination competent jurisdiction, or pleads guilty to, any offence involving fraud or dishonesty, or of employment during a felony, serious misdemeanour, or crime involving moral turpitude; or (b) if the Term Executive commits an act of bankruptcy under applicable law, is declared a bankrupt or has bankruptcy proceedings commenced against him or any such analogous events occurs under any provisions under applicable law; or (c) if the Executive is convicted of any criminal offence and/or other offences which, in the opinion of the Board, would affect his position or performance as the Chief Executive Officer of the Company; or (d) if the Executive neglects or refuses, without reasonable cause, to attend to the business of the Company or any Group Company to which he is assigned duties; or (e) if the Executive misappropriates assets of the Company or any Group Company; or (f) if the Executive fails to observe and perform any of the duties and obligations imposed by this Agreement or which are imposed by law; or (g) if the Executive otherwise acts in breach of this Agreement; or (h) if the Executive becomes of unsound mind or mentally disordered; or (i) if the Executive is found to have made any illegal monetary profit or received any gratuities or other rewards (whether in cash or kind) out of the Company’s or any Group Company’s affairs; or (j) if the Executive is incapacitated by reason of his voluntary termination health or accident from performing his duties and obligations hereunder and shall have been so incapacitated for a total period of employment with Company for Good Reason, 180 days or termination of Executive's employment more (whether or not consecutive) in the preceding 12 months and no compensation or liability whatsoever shall be payable or incurred by the Company to the Executive for any reason other than Cause or Disabilitytermination under Clauses 4.3. 4.4 Upon termination of the Appointment for whatever reason, the Executive shall: (ia) Company shall pay to Executive, at Executive's option, either in annual payments or in a lump sum not later than thirty (30) days after such termination, an amount equal to Executive's current annual authorized base salary, multiplied by the number of years (computed deliver to the nearest monthCompany all correspondences, books, documents, papers, materials, digital storage media, tapes or other computer material, credit cards, and other property (including confidential information) by relating to the business of the Company or any Group Company which may then be in his age, at possession or under his power or control and the time of such termination of Executive's employment, is less than age 65; however, in no event shall said lump sum payment or annual payments be more than three times Executive's current annual authorized base salary. The payment of such lump sum amount or annual payments to Executive shall not affect the obligations of Company, or its successor, under any plan, other agreement or arrangement pursuant to which Executive is entitled to any retirement, pension, stock and insurance, benefits, payments and welfare contributions applicable to former or retired management employees of Company, generally; and (ii) For a period of three (3) years following such termination of Executive's employment Company shall, at its expense, continue on behalf of Executive and his dependents and beneficiaries the life insurance, disability, medical, dental and hospitalization benefits provided to other similarly situated executives (and their dependents and beneficiaries) who continue in the employ of Company; provided, however, that if Executive obtains any such benefits under the benefit plans of a subsequent employer, Company's obligation to provide such benefits will be reduced to the extent that the combined benefit received by the Executive and his dependents and beneficiaries in all events is no less favorable than the benefit that would be received if the benefits under Company's plans and arrangements. The period during which benefits must be continued under Section 4980B without written consent of the Internal Revenue Code and Section 601 of the Employee Retirement Income Security Act of 1974 shall be reduced by the period during which benefits are continued hereunder. In the event of Executive's death following a termination of employment as described in paragraph (a) above, Board retain any amounts that would otherwise have been payable to Executive under subparagraph (a)(i) shall be paid to Executive's estate and the benefits under subparagraph (a)(ii) shall continue to be provided to Executive's dependents and beneficiaries for the specified time period.copies thereof; (b) In if so requested, send to a duly appointed officer of the event Board a signed statement confirming that Executive's employment is terminated by he has complied with Clause 4.4(a) above: and (c) take all necessary action to resign without claim for compensation from all offices held in the Company for Cause or Disability or by Executive without Good Reason or and/or any Group Company and from membership of any organisation acquired by reason of or in connection with the Appointment and if he shall fail to do so within seven (7) days, the Company is hereby irrevocably authorised to appoint some person in the Executive's death’s name and on the Executive’s behalf to sign any documents and do any act or tiling necessary or requisite to give effect thereto. 4.5 If before the expiration of this Agreement, Executive (or his estate) will be entitled to receive only the compensation earned but unpaid as by reason of the date liquidation of termination the Company for the purposes of his employmentamalgamation or reconstruction or as part of any arrangement for the amalgamation of the undertaking of the Company not involving liquidation, plus such other benefits to the Executive shall be offered employment with the amalgamated or reconstructed company on the same terms and conditions which he or his estate may will not be entitled under Company plansless favourable than the terms and conditions of this Agreement.

Termination of Executives Employment. BY THE COMPANY WITHOUT CAUSE, DUE TO EXECUTIVE’S DEATH OR EXECUTIVE’S DISABILITY, NON-RENEWAL OF EMPLOYMENT TERM BY THE COMPANY, OR BY EXECUTIVE FOR GOOD REASON OUTSIDE OF THE CHANGE IN CONTROL PERIOD. If, outside the Change in Control Period (aas defined below), Executive’s employment is terminated (1) In by the event Company other than for Cause (including due to Executive’s Death or Disability), (2) as a result of Executive's termination non-renewal of employment during the Employment Term by reason of his voluntary termination of employment the Company, or (3) by the Executive with Company for Good Reason, then the Company shall pay or provide Executive, or Executive’s estate, as applicable, with the following, subject to the provisions of Section 21 hereof (with the amounts due under Section 7(b)(i) hereof to be paid within sixty (60) days following termination of Executive's employment employment, or such earlier date as may be required by the Company for any reason other than Cause or Disability:applicable law): (i) Company shall pay the Accrued Benefits; (ii) subject to and conditioned on Executive’s satisfaction and compliance with the conditions and obligations in Sections 8, 9 and 10 hereof, severance compensation as follows: (A) salary continuation payments at Executive's option, either ’s monthly Base Salary rate as in annual payments or effect on the date of termination for a period of twelve (12) months following Executive’s termination of employment in a lump sum not later than thirty (30) days after such termination, an amount equal to Executive's current annual authorized base salary, multiplied by accordance with the number of years (computed to Company’s regular payroll processes in effect on the nearest month) by which his age, at the time date of such termination of Executive's employment, is less than age 65; howeverand (B) the Annual Bonus, if any, Executive would have been entitled to receive for the year in no event shall said lump sum payment or annual payments be more than three times which termination occurs (on a pro-rated basis for any partial year) had Executive's current annual authorized base salary. The ’s employment not terminated, based on actual financial results for such year and on an assumed target-level achievement by Executive of any personal performance objectives, paid on the same date as the payment of such lump sum amount or annual payments bonuses to Executive other senior executives of the Company following completion and review by the Board of the Company’s audited consolidated financial statements for the applicable fiscal year, which completion and review shall not affect the obligations of Company, or its successor, under any plan, other agreement or arrangement pursuant to which Executive is entitled to any retirement, pension, stock and insurance, benefits, payments and welfare contributions applicable to former or retired management employees of Company, generallybe unreasonably delayed; and (ii) For a period of three (3) years following such termination of Executive's employment Company shall, at its expense, continue on behalf of Executive and his dependents and beneficiaries the life insurance, disability, medical, dental and hospitalization benefits provided to other similarly situated executives (and their dependents and beneficiaries) who continue in the employ of Company; provided, however, that if Executive obtains any such benefits under the benefit plans of a subsequent employer, Company's obligation to provide such benefits will be reduced to the extent that the combined benefit received by payment of any amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (as defined in Section 21 hereof) or as otherwise required to avoid any additional taxes or penalties under Code Section 409A, any such payment scheduled to occur during the first sixty (60) days following the termination of employment shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; (iii) subject to the timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for Executive and his eligible dependents, and Executive’s continued copayment of premiums associated with such coverage, a reimbursement, on a monthly basis, for the costs of continued health benefits for himself and his covered dependents and beneficiaries in all events is no less favorable than from the benefit that would be received if the benefits under Company's plans and arrangements. The period during which benefits must be continued under Section 4980B end of the Internal Revenue Code and Section 601 Employment Term through the date that is twelve (12) months following the end of the Employee Retirement Income Security Act of 1974 shall be reduced by the period during Employment Term or such earlier date on which benefits are continued hereunderCOBRA coverage for Executive and his covered dependents terminates in accordance with COBRA; provided that Executive is eligible and remains eligible for COBRA coverage. In the event of Executive's death following a termination of employment as described in paragraph (a) above, any amounts that would otherwise have been payable to Executive Reimbursements under subparagraph (a)(ithis Section 7(b)(iii) shall be made on a monthly basis, with the reimbursement for any month being paid in the immediately following month. The Company may modify its obligation under this Section 7(b)(iii) to Executive's estate the extent necessary to avoid any penalty or excise taxes imposes on the Company or its Affiliates (or the insurer) under the Patient Protection and the benefits under subparagraph (a)(ii) shall continue to be provided to Executive's dependents and beneficiaries for the specified time period.Affordable Care Act; and (biv) In the event that Executive's employment is terminated by Company for Cause or Disability or by Executive without Good Reason or by reason vesting of Executive's deathRSUs eligible to vest in the year of termination, Executive (or his estateto the extent provided in Section 3(c)(i) will be entitled to receive only the compensation earned but unpaid as of the date of termination of his employment, plus such other benefits to which he or his estate may be entitled under Company plansherein.

Termination of Executives Employment. (a) In the event of Executive's termination of employment during the Term by reason of his voluntary termination of employment with Company for Good Reason, Executive or termination of Executive's employment by the Company may terminate Executive’s employment hereunder for any reason other than Cause or Disability: no reason upon sixty (i60) Company shall pay to Executive, at Executive's option, either in annual payments or in a lump sum not later than thirty (30) days after such termination, an amount equal to Executive's current annual authorized base salary, multiplied by the number of years (computed days’ prior written notice to the nearest month) by which his age, at the time of such termination of Executive's employment, is less than age 65; however, in no event shall said lump sum payment or annual payments be more than three times Executive's current annual authorized base salary. The payment of such lump sum amount or annual payments other referring to Executive shall not affect the obligations of Company, or its successor, under any plan, other agreement or arrangement pursuant to which Executive is entitled to any retirement, pension, stock and insurance, benefits, payments and welfare contributions applicable to former or retired management employees of Company, generally; and (ii) For a period of three (3) years following such termination of Executive's employment Company shall, at its expense, continue on behalf of Executive and his dependents and beneficiaries the life insurance, disability, medical, dental and hospitalization benefits provided to other similarly situated executives (and their dependents and beneficiaries) who continue in the employ of Companythis Section 4(a); provided, however, that if Executive obtains any such benefits under the benefit plans of a subsequent employer, Company's obligation to provide such benefits will be reduced to the extent that the combined benefit received by the Executive and his dependents and beneficiaries in all events is no less favorable than the benefit that would be received if the benefits under Company's plans and arrangements. The period during which benefits must be continued under Section 4980B of the Internal Revenue Code and Section 601 of the Employee Retirement Income Security Act of 1974 shall be reduced by the period during which benefits are continued hereunder. In the event of a termination for Cause (as defined below), the Company shall not be required to provide Executive with any prior notice of such termination. Upon any termination of Executive's death following ’s employment, other than a termination of Executive’s employment as described in paragraph (a) above, any amounts that would otherwise have been payable to Executive under subparagraph (a)(i) shall be paid to Executive's estate and by the benefits under subparagraph (a)(ii) shall continue to be provided to Executive's dependents and beneficiaries for the specified time period. (b) In the event that Executive's employment is terminated by Company for Cause or Disability or by Executive without Good Reason or by reason of Executive's deathCause, Executive (or his estate) will shall be entitled to receive only the following compensation earned and benefits (the payments set forth in Sections 4(a)(i) - 4(a)(v), collectively, the “Standard Termination Payments”): (i) any accrued but unpaid as of Base Salary for services rendered by Executive to the date of termination of his employmentsuch termination, plus payable in accordance with the Company’s regular payroll practices and subject to such other benefits deductions or amounts to which he be withheld as required by applicable law and regulations or his estate as may be entitled agreed to by Executive; (ii) any earned annual Incentive Compensation Plan bonus or other annual Incentive Compensation award, for which the performance measurement period has ended prior to the Executive’s termination date, but which is unpaid at the time of termination (the “Earned Incentive Compensation”), including any annual Incentive Compensation award for which the performance measurement date is the same date as the expiration date of the Term of this Agreement when not renewed by either party pursuant to Section 1, in each case, payable on the date such Earned Incentive Compensation would otherwise be paid by the Company; (iii) any accrued but unpaid vacation pursuant to Company policy; (iv) any vested non-forfeitable amounts owing or accrued at the date of such termination under Company benefit plans, programs and arrangements set forth or referred to in Section 3(e) in which Executive participated during the Term will be paid under the terms and conditions of such plans, programs, and arrangements (and agreements and documents thereunder); and (v) reasonable business expenses and disbursements incurred by Executive prior to such termination, which will be reimbursed in accordance with Section 3(d).

Termination of Executives Employment. (a) In the event of Executive's termination of employment during the Term by reason of his voluntary termination of employment with Company for Good ReasonBY THE COMPANY WITHOUT CAUSE, or termination of Executive's employment by the Company for any reason other than Cause or Disability:BY EXECUTIVE FOR GOOD REASON, OR BY NON-RENEWAL OF THE EMPLOYMENT TERM BY THE COMPANY DURING THE CHANGE IN (i) Company shall pay the Accrued Benefits; (ii) subject to and conditioned on Executive’s satisfaction and compliance with the conditions and obligations in Sections 8, 9 and 10 hereof, severance compensation as follows: (A) salary continuation payments at Executive's option’s monthly Base Salary rate as in effect on the date of termination for a period of twenty-four (24) months following Executive’s termination of employment in accordance with the Company’s regular payroll processes in effect on the date of such termination of employment, either in annual payments or in a lump sum not later than thirty and (30B) days after such termination, an amount equal to Executive's current annual authorized base salary’s Target Bonus Executive would have been entitled to receive for the year in which termination occurs had Executive’s employment not terminated, multiplied by the number of years (computed to the nearest month) by which his age, at the time of such termination of Executive's employment, is less than age 65; however, paid in no event shall said one lump sum payment or annual payments be more than three times on the sixtieth (60th) day following the date the Executive's current annual authorized base salary. The payment of such lump sum amount or annual payments to Executive shall not affect the obligations of Company, or its successor, under any plan, other agreement or arrangement pursuant to which Executive is entitled to any retirement, pension, stock and insurance, benefits, payments and welfare contributions applicable to former or retired management employees of Company, generally’s employment ceases; and (iiiii) For a period subject to the timely election of three (3) years following such termination of Executive's employment Company shall, at its expense, continue on behalf of continuation coverage under COBRA for Executive and his eligible dependents, and Executive’s continued copayment of premiums associated with such coverage, a reimbursement, on a monthly basis, for the costs of continued health benefits for himself and his covered dependents from the end of the Employment Term through the date that is twelve (12) months following the end of the Employment Term or such earlier date on which COBRA coverage for Executive and beneficiaries his covered dependents terminates in accordance with COBRA; provided that Executive is eligible and remains eligible for COBRA coverage. Reimbursements under this Section 7(c)(iii) shall be made on a monthly basis, with the life insurance, disability, medical, dental and hospitalization benefits provided to other similarly situated executives (and their dependents and beneficiaries) who continue reimbursement for any month being paid in the employ of Company; provided, however, that if Executive obtains immediately following month. The Company may modify its obligation under this Section 7(c)(iii) to the extent necessary to avoid any such benefits penalty or excise taxes imposes on the Company or its Affiliates (or the insurer) under the benefit plans Patient Protection and Affordable Care Act; and (iv) all then outstanding unvested RSUs shall immediately vest as to one hundred percent (100%) of a subsequent employer, Company's obligation the then unvested RSUs and all then outstanding unvested PSUs are eligible to provide such benefits will be reduced vest to the extent that the combined benefit received by the Executive and his dependents and beneficiaries in all events applicable target stock price threshold is no less favorable than the benefit that would be received if the benefits under Company's plans and arrangements. The period during which benefits must be continued under Section 4980B of the Internal Revenue Code and Section 601 of the Employee Retirement Income Security Act of 1974 shall be reduced by the period during which benefits are continued hereunder. In the event of Executive's death following a termination of employment as described in paragraph (a) above, any amounts that would otherwise have been payable to Executive under subparagraph (a)(i) shall be paid to Executive's estate and the benefits under subparagraph (a)(ii) shall continue to be provided to Executive's dependents and beneficiaries for the specified time period. (b) In the event that Executive's employment is terminated by Company for Cause or Disability or by Executive without Good Reason or by reason of Executive's death, Executive (or his estate) will be entitled to receive only the compensation earned but unpaid attained as of the date of termination the consummation of his employment, plus such other benefits to which he or his estate may be entitled under Company plansa Change in Control.