Common use of Termination Payments, Etc Clause in Contracts

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 7.5 (a) are in lieu of any severance or income continuation or income protection under any Company plan that may now or hereafter exist and shall be deemed to satisfy and be in full and final settlement of all obligations of the Company for severance or income continuation or income protection to Executive under this Agreement. (d) Except as otherwise provided in paragraph 7.5(a)(ii) through 7.5(a)(vi) coverage under all the Company benefit plans and programs will terminate upon the termination

Termination Payments, Etc. (a) In the event that Executive's ’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 ’s expense), subject to applicable withholding taxes: (i) a lump sum payment, payable within 30 days of termination, equal to three (3) times the sum of (x) Executive's ’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 termination plus (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 for Executive and his family for the end greater of three years or the balance 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 later of (x) three years after the date of Executive’s employment termination, or (y) 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 ’s perquisites as provided in paragraph 4.6 until the end of the later of (x) three years after the date of Executive’s employment termination, or (y) the end of the Employment Term, payable in accordance with the Company's ’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 having all restrictions lapse shall become fully vested and non-restricted on the date of termination of Executive's ’s employment; and all such stock options and stock appreciation rights shall be exercisable for their full stated termterm as specified at the time of grant and without further extension thereof; (vi) immediate vesting of Executive's ’s rights in all other employee benefit and compensation plans; (vii) fees and disbursements of Executive's ’s counsel incurred as a result of the termination of Executive's ’s employment; and (viii) provision of an appropriate office and secretarial assistance for at least six (6) months after the termination of Executive's ’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 7.5 (a7.5(a) are in lieu of any severance or income continuation or income protection under any Company plan that may now or hereafter exist and shall be deemed to satisfy and be in full and final settlement of all obligations of the Company for severance or income continuation or income protection to Executive under this Agreement. (d) Except as otherwise provided in paragraph 7.5(a)(ii) through 7.5(a)(vi) coverage under all the Company benefit plans and programs will terminate upon the terminationtermination of Executive’s employment except to the extent otherwise expressly provided in such plans or programs.

Termination Payments, Etc. (a) In the event that Executive's ’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 ’s expense), subject to applicable withholding taxestaxes and subject to paragraph 8 hereof: (i1) a lump sum payment, payable within 30 days of termination, equal to three (3) times the sum of (x) Executive's ’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 termination plus (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; (ii2) continuation of medical and dental insurance coverage until for Executive and his family for the end greater of three years or the balance 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; (iii3) continuation of life and disability insurance coverage as set forth in paragraph 4.5 until the end of the later of (x) three years after the date of Executive’s employment termination, or (y) 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); (iv4) continuation of Executive's ’s perquisites as provided in paragraph 4.6 until the end of the later of (x) three years after the date of Executive’s employment termination, or (y) the end of the Employment Term, payable in accordance with the Company's ’s then effective payroll practices; (v5) 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 having all restrictions lapse shall become fully vested and non-restricted on the date of termination of Executive's ’s employment; and all such stock options and stock appreciation rights shall be exercisable for their full stated termterm as specified at the time of grant and without further extension thereof; (vi6) immediate vesting of Executive's ’s rights in all other employee benefit and compensation plans; (vii7) fees and disbursements of Executive's ’s counsel incurred as a result of the termination of Executive's employment’s employment during the one-year period following such termination; and (viii) 8) provision of an appropriate office and secretarial assistance for at least six (6) months after the termination of Executive's ’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 7.5 (a7.5(a) are in lieu of of, and Executive shall not be a participant in, any severance or income continuation or income protection under any Company plan that may now or hereafter exist and shall be deemed to satisfy and be in full and final settlement of all obligations of the Company for severance or income continuation or income protection to Executive under this Agreement. (d) Except as otherwise provided in paragraph 7.5(a)(ii7.5(a) (2) through 7.5(a)(vi7.5(a) (6) coverage under all the Company benefit plans and programs will terminate upon the terminationtermination of Executive’s employment except to the extent otherwise expressly provided in such plans or programs.

Termination Payments, Etc. (a) Upon a termination of Executive's employment for any reason, Executive (or the Executive's estate) shall be entitled to receive, subject to applicable withholding taxes and subject to Section 8 hereof, the sum·of (i) Executive's Salary through the date of termination not theretofore paid; (ii) any expenses owed to Executive under Section 4.2; (iii) any accrued vacation pay owed to Executive; and (iii) any amount arising from the Executive's participation in, or benefits under, any employee benefit plans, programs or arrangements (including without limitation, any disability or life insurance benefit plans, programs or arrangements), which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements. (b) In the event that Executive's employment terminates pursuant to paragraph 7.4(aSection 7.4 hereof either prior to or more than two (2) or 7.4(b) hereofyears following a Change in Control (as defined below), Executive shall be entitled to receive from the Company (at the Company's expense), subject to applicable withholding taxestaxes and subject to Sections 7.5(f) and 8 hereof: (i1) a lump sum payment, payable within 30 days of termination, equal to the sum of (xi) one times Executive's annual Base Salary as provided in paragraph 3.1 effect at the time of the date of termination; (ii) one times Executive's Bonus paid, including any such amount that was subject to deferral, to Executive by the Company in respect of the fiscal year of the Company immediately preceding the fiscal year in which the date of termination occurs; and (iii) any accrued but unpaid Bonus for the fiscal year ended immediately prior to the fiscal year in which the date of termination occurs; (2) for a period of up to twelve (12) months commencing 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) Company shall pay Executive's perquisites as provided in paragraph 4.6 until premiums for continuation coverage pursuant to the end Consolidated Omnibus Budget Reconciliation Act of the Employment Term, payable in accordance with 1985 (COBRA) under the Company's then effective payroll practices;group health plan; and (v3) all stock options, stock appreciation rights rights, restricted stock and restricted stock units, to the extent not yet fully vested and whether or not included in the Grant referred to in paragraph 3.3 having all restrictions lapse shall become fully immediately be vested on the date of termination termination, in that number of Executive's employment; additional stock options, stock appreciation rights, restricted stock and all such restricted stock units that would have vested during the eighteen (18) months following the date of termination, in the case of stock options, on the basis of monthly vesting and in the case of restricted stock and restricted stock units based on performance metrics, the Executive shall have the 18 month period to determine whether the metrics are satisfied.. 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) 6 months after or such longer period following the date of termination of Executive's employmentas is provided in the plan and/or agreement pursuant to which such awards were granted. (bc) The Executive shall be under no obligation to mitigate the amount of any payment or benefit provided for above under paragraph 7.5(aSection 7.5(b) 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. (cd) The payments and benefits provided for above in paragraph 7.5 (aSection 7.5(b) are in lieu of of, and Executive shall not be a participant in, any severance or income continuation or income protection under any Company plan that may now or hereafter exist and shall be deemed to satisfy and be in full and final settlement of all obligations of the Company for severance or income continuation or income protection to Executive under this Agreement. (de) Except as otherwise provided in paragraph 7.5(a)(ii) through 7.5(a)(viSection 7.5(b)(2) coverage under all the Company benefit plans and programs will terminate upon the terminationtermination of Executive's employment except to the extent otherwise expressly provided in such plans or programs. (f) Notwithstanding anything herein to the contrary, Executive hereby agrees that (i) Executive shall be entitled to the payments and benefits provided for in Section 7.5(b) and 7.7(a) if and only if Executive executes and delivers to the Company a unilateral general release of all known and unknown claims against the Company and its officers, directors, employees, agents and affiliates in a form acceptable to the Company (the "General Release") within 21 days following Executive's date of termination and the General Release has become effective and irrevocable in accordance with its terms.