Termination Payments, Etc. In the event that your employment terminates pursuant to paragraph 9(b) or 9(c) hereof, you shall be entitled to receive, subject to applicable withholding taxes:
(i) your Salary as provided in paragraph 3(a) until the end of the Employment Term, payable in accordance with Viacom's then effective payroll practices;
(ii) bonus compensation for each calendar year during the Employment Term equal to your Target Bonus as set forth in paragraph 3(b);
(iii) Deferred Compensation for each calendar year during the Employment Term as set forth in paragraph 3(c); Deferred Compensation attributable to the calendar year in which the termination pursuant to paragraph 9(b) or 9(c) hereof occurs and to prior calendar years shall be payable, together with the return thereon as provided in paragraph 3(c), prior to January 31 of the calendar year following such termination; and Deferred Compensation attributable to subsequent calendar years shall be payable, together with the return thereon as provided in paragraph 3(c), prior to January 31 of each such following calendar year;
(iv) your perquisites as provided in paragraph 6 until the end of the Employment Term, payable in accordance with Viacom's then effective payroll practices;
(v) medical and dental insurance coverage until the end of the Employment Term or, if earlier, the date on which you become eligible for medical and dental coverage from a third party employer; during this period, Viacom will pay an amount equal to the applicable COBRA premiums (or such other amounts as may be required by applicable law) (which amount will be included in your income for tax purposes to the extent required by applicable law); at the end of such period, you may elect to continue your medical and dental insurance coverage at your own expense for the balance, if any, of the period required by law;
(vi) life insurance coverage as set forth in paragraph 4(b) until the end of the Employment Term (the amount of such insurance to be reduced by the amount of any insurance provided by a new employer without cost to you);
(vii) stock options granted to you under the 1997 LTMIP which are exercisable on or prior to the date of the termination of your employment under paragraph 9(b) or 9(c) or that would have vested and become exercisable on or before the last day of the Employment Term will be exercisable for two (2) years after the date of such termination or, if later, until December 31, 2003, but in no event may such stock options be exerci...
Termination Payments, Etc. (a) In the event that Executive's employment terminates pursuant to paragraph 7.4(a) or 7.4(b) hereof, Executive shall be entitled to receive from the Company (at the Company's expense), subject to applicable withholding taxes:
(i) a lump sum payment, payable within 30 days of termination, equal to (x) Executive's annual Base Salary as provided in paragraph 3.1 on the date of termination, for the greater of three years or the entire balance of the Employment Term, and (y) bonus compensation at the annual rate of the highest Bonus and Performance Bonus amounts received by Executive during any prior fiscal year (but no less than $460,000), for the greater of 3 years or the entire balance of the Employment Term;
(ii) medical and dental insurance coverage until the end of the Employment Term or, if earlier, the date on which Executive becomes eligible for substantially equivalent medical and dental coverage from a third party employer provided without cost to Executive;
(iii) life and disability insurance coverage as set forth in paragraph 4.5 until the end of the Employment Term (the amount of such insurance to be reduced by the amount of any insurance provided by a new employer without cost to Executive);
(iv) Executive's perquisites as provided in paragraph 4.6 until the end of the Employment Term, payable in accordance with the Company's then effective payroll practices;
(v) all stock options, stock appreciation rights and restricted stock to the extent not yet fully vested and whether or not included in the Grant referred to in paragraph 3.3 shall become fully vested on the date of termination of Executive's employment; and all such stock options and stock appreciation rights shall be exercisable for their full stated term;
(vi) immediate vesting of Executive's rights in all other employee benefit and compensation plans;
(vii) fees and disbursements of Executive's counsel incurred as a result of the termination of Executive's employment; and
(viii) provision of an appropriate office and secretarial assistance for at least six (6) months after the termination of Executive's employment.
(b) The Executive shall be under no obligation to mitigate the amount of any payment or benefit provided for above under paragraph 7.5(a) by seeking other employment or otherwise, nor shall such payments be offset or reduced by any compensation which the Executive may receive from future employment or otherwise.
(c) The payments and benefits provided for above in paragraph 7...
Termination Payments, Etc. Paragraph 8(d)(ii) shall be amended to read in its entirety as follows:
Termination Payments, Etc. (a) In the event that Executive's employment terminates pursuant to paragraph 7.4(a) or 7.4(b) hereof, Executive shall be entitled to receive from the Company (at the Company's expense), subject to applicable withholding taxes:
(i) a lump sum payment, payable within 30 days of termination, equal to (x) Executive's annual Base Salary as provided in paragraph 3.1 on the date of termination, for the greater of three years or the entire balance of the Employment Term, and (y) bonus compensation at the annual rate of the highest Bonus and Performance Bonus amounts received
Termination Payments, Etc. In the event that the Executive's employment terminates under the circumstances described herein, the Executive shall be entitled to receive, subject to applicable withholding taxes, the following amounts:
(i) Upon a termination of employment due to the Executive's death pursuant to Section 4(a) hereof, the Executive's estate shall be entitled to such benefits as are provided pursuant to Section 3(d) hereof for a period of one year from the date of death or the period remaining in the Term, whichever ends sooner.
(ii) Upon a termination of employment due to the Executive's permanent disability pursuant to Section 4(a) hereof, the Executive shall (A) receive the Base Salary for a period of one year from the date such permanent disability is determined pursuant to Section 4(a) hereof or the period remaining in the Term, whichever ends sooner, payable in accordance with Section 3(a) hereof (less any amounts of disability income paid to the Executive pursuant to any disability insurance policy maintained by the Company); and (B) be entitled to such other benefits as are provided pursuant to Sections 3(d) and (h) hereof for a period of one year from the date such permanent disability is determined pursuant to Section 4(a) hereof or the period remaining in the Term, whichever ends sooner.
(iii) In addition to the amounts set forth in (i) and (ii) above, if the Executive's employment is terminated by reason of the Executive's death or disability during the term, Executive shall be entitled to payment of the sum of (i) any Base Salary through the date of termination, as well as any earned bonus for any calendar year or pro-rated portion of such year through the date of termination, that theretofore had not been paid and (ii) any other compensation earned through the date of termination but not yet paid or delivered to the Executive ("Accrued Obligations"), which shall be paid or made to the Executive or his estate or beneficiary, as applicable.
(iv) Upon a termination of employment by the Company for "cause" pursuant to Section 4(b) hereof, the Executive shall receive only the Base Salary through the date of such termination, payable in accordance with Section 3(a) hereof.
(v) Upon a termination of employment during the Term by the Company without cause or by the Executive for Good Reason, the Term shall terminate on the date of such termination and the Company's remaining obligations to the Executive shall be as follows: (A) Accrued Obligations; (B) payment to th...
Termination Payments, Etc
