Common use of Termination Payments to Executive Clause in Contracts

Termination Payments to Executive. As otherwise provided in this Section 3, in the event of his or her termination of employment with the Company (the date of such termination referred to herein as Executive’s “Termination Date”), Executive may be paid: a. Executive’s Base Compensation in effect as of his or her Termination Date for the remainder of his or her Employment Term, such term determined as if the notice of nonrenewal described in Section 1.2 hereof was furnished to Executive as of the Termination Date, but in no event less than his or her annualized Base Compensation. b. Executive’s Incentive Bonus for the year in which his or her Termination Date occurs, prorated to reflect Executive’s actual period of service during such year. c. The Company shall, at the written request of Executive: i. Purchase of the principal residence occupied by Executive as of his or her Termination Date (Executive’s “Principal Residence”), provided such Principal Residence is located within 60 miles of Executive’s primary work location, for an amount equal to the greater of (x) the fair market value of such residence as determined by the Company’s third party relocation service, or (y) the purchase price of such residence and the documented cost of any capital improvements made to the such residence made by Executive, but not more than 120% of such purchase price; and ii. Pay or reimburse Executive for the cost of relocating Executive, his or her immediate family and their household goods and other personal property, in accordance with the Company’s usual relocation practice, to any location in the continental United States. Notwithstanding the foregoing, the Company shall not be obligated hereunder, unless Executive actually relocates to a new principal residence that is more than 60 miles from his or her Principal Residence and Executive submits his or her written request to the Company for the purchase of such residence not later than 12 months after Executive’s Termination Date. In any event, payment hereunder shall be made not later than December 31st of the calendar year following the year in which Executive’s Termination Date occurs. d. If Executive timely elects to continue coverage under the Company’s group medical plan within the meaning of Code Section 4980B(f)(2), the Company shall pay to the Executive an amount equal to the continuation coverage premium for the same type and level of coverage elected by Executive and/or his or her spouse or dependents for a period of 18 months or until the Executive secures other employment where group health insurance is provided, whichever period is shorter. e. Executive’s Incentive Bonus in the target amount, determined with respect to the year in which his or her Termination Date occurs. Any amount or benefit provided hereunder shall be in lieu of any severance or other cash payment available under any severance pay plan or similar arrangement maintained by the Company or an Affiliate. The amount and benefits described herein shall be in addition to any amount or benefit the Company is required by law to provide, including, without limitation, Executive’s accrued but unpaid wages, and any amount or benefit to which Executive may be entitled as of his or her Termination Date under any separation benefit or retirement plan maintained by the company or its Affiliates.

Termination Payments to Executive. As otherwise provided in this Section 3, in the event of his or her termination of employment with the Company (the date of such termination referred to herein as Executive’s “Termination Date”), Executive may be paid: a. Executive’s annualized Base Compensation in effect as of his or her Termination Date for the remainder of his or her Employment Term, such term determined as if the notice of nonrenewal described in Section 1.2 hereof was furnished to Executive as of the Termination Date, but in no event less than his or her annualized Base Compensation. b. Executive’s Incentive Bonus for the year in which his or her Termination Date occurs, prorated to reflect Executive’s actual period of service during such year. c. The Company shall, at the written request of Executive: i. Purchase of the principal residence occupied by Executive as of his or her Termination Date (Executive’s “Principal Residence”), provided such Principal Residence is located within 60 miles of Executive’s primary work location, for an amount equal to the greater of (x) the fair market value of such residence as determined by the Company’s third party relocation service, or (y) the purchase price of such residence and the documented cost of any capital improvements made to the such residence made by Executive, but not more than 120% of such purchase price; and ii. Pay or reimburse Executive for the cost of relocating Executive, his or her immediate family and their household goods and other personal property, in accordance with the Company’s usual relocation practice, to any location in the continental United States. Notwithstanding the foregoing, the Company shall not be obligated hereunder, unless Executive actually relocates to a new principal residence that is more than 60 miles from his or her Principal Residence and Executive submits his or her written request to the Company for the purchase of such residence not later than 12 months after Executive’s Termination Date. In any event, payment hereunder shall be made not later than December 31st of the calendar year following the year in which Executive’s Termination Date occurs. d. If Executive timely elects to continue coverage under the Company’s group medical plan within the meaning of Code Section 4980B(f)(2), the Company shall pay to the Executive an amount equal to the continuation coverage premium for the same type and level of coverage elected by Executive and/or his or her spouse or dependents for a period of 18 months or until the Executive secures other employment where group health insurance is provided, whichever period is shorter. e. Executive’s Incentive Bonus in the target amount, determined with respect to the year in which his or her Termination Date occurs. Any amount or benefit provided hereunder shall be in lieu of any severance or other cash payment available under any severance pay plan or similar arrangement maintained by the Company or an Affiliate. The amount and benefits described herein shall be in addition to any amount or benefit the Company is required by law to provide, including, without limitation, Executive’s accrued but unpaid wages, and any amount or benefit to which Executive may be entitled as of his or her Termination Date under any separation benefit or retirement plan maintained by the company or its Affiliates.

Termination Payments to Executive. As otherwise provided set forth more fully in this Section 33 and except as provided in Section 3.3 and 3.8 hereof, in Executive shall be paid the event greater of his the amounts or her benefits set forth below or the amounts or benefits provided under the terms of the separate plan or arrangement maintained by the Company (or its Affiliates) on account of termination of employment with the Company (the date of such termination referred to herein as Executive’s “Termination Date”), Executive may be paidhereunder: a. Executive’s Base Compensation in effect accrued but not yet paid as of the date of his or her Termination Date for termination. b. An amount equal to 100% of Executive’s Base Compensation, determined at the remainder time of termination, but immediately prior to any reduction in such compensation. c. An amount equal to Executive’s Incentive Bonus, determined with respect to the year of his or her Employment Term, such term determined as if the notice of nonrenewal described in Section 1.2 hereof was furnished to Executive as of the Termination Date, but in no event less than his or her annualized Base Compensation. b. Executive’s Incentive Bonus for the year in which his or her Termination Date occurs, termination and prorated to reflect Executive’s actual period of service during such year. c. d. An amount equal to Executive’s Incentive Bonus, determined as the target amount for the year in which his or her termination of employment occurs. e. The Company shall, at the written request of Executive: i. Purchase of the principal residence occupied by Executive as of his or her Termination Date (Executive’s “Principal Residence”), provided principal residence if such Principal Residence residence is located within 60 miles of Executive’s primary work location, the business location Executive was assigned to prior to termination of employment (the “Principal Residence”) for an amount equal to the greater of (x1) the purchase price of such Principal Residence plus the documented cost of any capital improvements to the Principal Residence made by Executive, or (2) the fair market value of such residence Principal Residence as determined by the Company’s third party usual relocation service, or (y) the purchase price of such residence and the documented cost of any capital improvements made to the such residence made by Executive, but not more than 120% of such purchase pricepractice; and ii. Pay or reimburse Executive for the cost of relocating Executive, his or her immediate family and their household goods and other personal property, in accordance with the Company’s usual relocation practice, to any location in the continental United States. Notwithstanding the foregoing, the Company shall not be obligated hereunder, unless Executive actually relocates to a new principal residence that is more than 60 miles from unless, within 12 months after the termination of his or her employment with the Company (and its Affiliates), the Company is requested to purchase such Principal Residence and Executive submits has actually relocated from such geographic area. f. If Executive and/or his or her written request to the Company for the purchase of such residence not later than 12 months after Executive’s Termination Date. In any event, payment hereunder shall be made not later than December 31st of the calendar year following the year in which Executive’s Termination Date occurs. d. If Executive timely dependents elects to continue coverage under the Company’s group medical plan coverage, within the meaning of Code Section 4980B(f)(2), with respect to a group health plan sponsored by the Company or an Affiliate (other than a health flexible spending account under a self-insured medical reimbursement plan described in Code Sections 125 and 105(h)), the Company shall pay to the Executive an amount equal to the continuation coverage premium for the same type and level of group health plan coverage elected received by Executive and/or and his or her spouse or electing dependents immediately prior to such termination of Executive’s employment for a the maximum period of 18 months provided under Code Section 4980B or until the Executive secures other employment where group health insurance is provided, whichever period is shorter. e. Executive’s Incentive Bonus . Except as expressly provided in Section 3.3 hereof, Executive shall also be entitled to receive such compensation or benefits as may be provided under the target amount, determined with respect to the year in which his or her Termination Date occurs. Any amount or benefit provided hereunder shall be in lieu terms of any severance or other cash payment available under any severance pay a separate plan or similar arrangement agreement maintained by the Company or an Affiliate. The amount and benefits described herein shall be in addition to any amount or benefit the Company is required by law to provide, including, without limitation, Executive’s accrued but unpaid wages, and any amount or benefit to which Executive may be entitled as of his or her Termination Date under any separation benefit or retirement plan maintained by the company (or its Affiliates) to the extent such compensation or benefits are not duplicative of the compensation or benefits described above.

Termination Payments to Executive. As otherwise provided set forth more fully in this Section 33 and except as provided in Section 3.3 and 3.8 hereof, Executive shall be paid the greater of the amounts or benefits set forth below or the amounts or benefits provided under the terms of the separate plan or arrangement maintained by the Company (or its Affiliates) on account of termination of employment hereunder: a. Executive's Base Compensation accrued but not yet paid as of the date of his or her termination. b. An amount equal to 100% of Executive's Base Compensation, determined at the time of termination, but immediately prior to any reduction in such compensation. c. An amount equal to Executive's Incentive Bonus, determined with respect to the event year of his or her termination of employment with the Company (the date of such termination referred to herein as Executive’s “Termination Date”), Executive may be paid: a. Executive’s Base Compensation in effect as of his or her Termination Date for the remainder of his or her Employment Term, such term determined as if the notice of nonrenewal described in Section 1.2 hereof was furnished to Executive as of the Termination Date, but in no event less than his or her annualized Base Compensation. b. Executive’s Incentive Bonus for the year in which his or her Termination Date occurs, and prorated to reflect Executive’s 's actual period of service during such year. c. d. An amount equal to Executive's Incentive Bonus, determined as the target amount for the year in which his or her termination of employment occurs. e. The Company shall, at the written request of Executive: i. Purchase of the principal residence occupied by Executive as of his or her Termination Date (Executive’s “Principal Residence”), provided principal residence if such Principal Residence residence is located within 60 miles of Executive’s primary work location, the business location Executive was assigned to prior to termination of employment (the "Principal Residence") for an amount equal to the greater of (x1) the purchase price of such Principal Residence plus the documented cost of any capital improvements to the Principal Residence made by Executive, or (2) the fair market value of such residence Principal Residence as determined by the Company’s third party 's usual relocation service, or (y) the purchase price of such residence and the documented cost of any capital improvements made to the such residence made by Executive, but not more than 120% of such purchase pricepractice; and ii. Pay or reimburse Executive for the cost of relocating Executive, his or her immediate family and their household goods and other personal property, in accordance with the Company’s 's usual relocation practice, to any location in the continental United States. Notwithstanding the foregoing, the Company shall not be obligated hereunder, unless Executive actually relocates to a new principal residence that is more than 60 miles from unless, within 12 months after the termination of his or her employment with the Company (and its Affiliates), the Company is requested to purchase such Principal Residence and Executive submits has actually relocated from such geographic area. f. If Executive and/or his or her written request to the Company for the purchase of such residence not later than 12 months after Executive’s Termination Date. In any event, payment hereunder shall be made not later than December 31st of the calendar year following the year in which Executive’s Termination Date occurs. d. If Executive timely dependents elects to continue coverage under the Company’s group medical plan coverage, within the meaning of Code Section 4980B(f)(2), with respect to a group health plan sponsored by the Company or an Affiliate (other than a health flexible spending account under a self-insured medical reimbursement plan described in Code Sections 125 and 105(h)), the Company shall pay to the Executive an amount equal to the continuation coverage premium for the same type and level of group health plan coverage elected received by Executive and/or and his or her spouse electing dependents immediately prior to such termination of Executive's employment for the maximum period provided under Code Section 4980B. Except as expressly provided in Section 3.3 hereof, Executive shall also be entitled to receive such compensation or dependents for benefits as may be provided under the terms of a period of 18 months or until the Executive secures other employment where group health insurance is provided, whichever period is shorter. e. Executive’s Incentive Bonus in the target amount, determined with respect to the year in which his or her Termination Date occurs. Any amount or benefit provided hereunder shall be in lieu of any severance or other cash payment available under any severance pay separate plan or similar arrangement agreement maintained by the Company or an Affiliate. The amount and benefits described herein shall be in addition to any amount or benefit the Company is required by law to provide, including, without limitation, Executive’s accrued but unpaid wages, and any amount or benefit to which Executive may be entitled as of his or her Termination Date under any separation benefit or retirement plan maintained by the company (or its Affiliates) to the extent such compensation or benefits are not duplicative of the compensation or benefits described above.

Termination Payments to Executive. As otherwise provided in this Section 3, in In the event of his or her termination of employment Executive’s separation from service with the Company and all Affiliates (the date of such termination separation referred to herein as Executive’s “Termination Separation Date”), Executive may be paidpaid one or more of the following amounts or receive one or more of the following benefits; provided that the provisions of this Section 3.1 shall not be deemed to separately confer upon Executive, or any other person, any right or entitlement to any such amount or benefit: a. Executive’s Base Compensation in effect as of his or her Termination Separation Date for the remainder of his or her then current Employment Term, such term amount to be determined as if the notice of nonrenewal described in Section 1.2 hereof was furnished without regard to Executive any renewal that may have occurred as of the Termination DateAnniversary Date immediately preceding such date, but in no event not less than his or her annualized Base Compensationtwo years. b. Executive’s actual Incentive Bonus for the year in which his or her Termination Separation Date occurs, occurs prorated to reflect Executive’s actual period of service during such year. c. The Company shall, at At the written request of Executive: i. Purchase The purchase of the principal residence occupied Louisiana property owned by Executive as of his or her Termination Separation Date (Executive’s “Principal ResidenceLA Property”), provided such Principal Residence LA Property is located within 60 miles of Executive’s primary work location, for an amount equal to the greater of (x) the fair market value of such residence property as determined by the Company’s third party relocation service, or (y) the purchase price of such residence property and the documented cost of any capital improvements made to the such residence property made by Executive, but not more than 120% of such purchase price; and ii. Pay or reimburse Executive for the cost of relocating transporting Executive, his or her immediate family and their ’s household goods and other personal property, in accordance with the Company’s usual relocation practice, to any location in the continental United States. Notwithstanding the foregoing, the Company shall not be obligated hereunder, unless Executive actually relocates transports personal property and furnishings to a new principal residence another property that is more than 60 miles from his or her Principal Residence the LA Property and Executive submits his or her written request to the Company for the purchase of such residence property not later than 12 months after Executive’s Termination Separation Date. In any event, payment hereunder hereunder, if any, shall be made not later than December 31st of the calendar year following the year in which Executive’s Termination Separation Date occurs. d. If Executive timely elects to continue coverage under the Company’s group medical plan within the meaning of Code Section 4980B(f)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), the Company shall pay to the Executive an amount equal to the full cost, including a tax equivalency bonus, such that Executive retains the full cost after all taxes and related charges are paid, of the continuation coverage premium for the same type and level of coverage elected by Executive and/or his or her spouse or eligible dependents for a period of 18 months or until the Executive secures other employment where group health insurance is providedmonths, whichever period is shorterwhich amount shall be paid on a quarterly basis in arrears. e. Executive’s Incentive Bonus in the target amount, determined with respect to the year in which his or her Termination Separation Date occurs, multiplied by the number of whole and fractional years with respect to which his Base Compensation is payable under subparagraph a hereof. f. Executive shall be fully vested in his benefits then accrued under the SERP, notwithstanding the provisions of Exhibit B hereto or the provisions of such plan to the contrary. g. At the end of any period of continuation coverage under the Company’s group medical plan in accordance with Code Section 4980B, Executive and his spouse shall vest in and be entitled to full access to coverage under the Company’s Retiree Medical Plan, regardless of the actual number of his years of service or his age as of such date, for the remainder of their lives; provided that Executive, or his spouse as the case may be, shall pay to the Company the full cost of such coverage (i.e., the aggregate of retiree and any employer premiums). The Company shall reimburse to Executive or his spouse, as the case may be, an amount equal to the employer’s portion of such full cost, determined in accordance with the Company’s standard premium schedule applicable to retirees, as the same may be modified from time to time, including a tax equivalency bonus, such that Executive, or his spouse, retains the full cost of the employer’s portion of the premium after all taxes and related charges are paid, which amount shall be paid on a quarterly basis in arrears. Without the necessity of a further writing, the parties hereto agree that the provision of this subparagraph g shall be deemed to amend the Company’s Retiree Medical Plan. Executive acknowledges that nothing contained herein shall be deemed to prohibit the amendment or modification of the Company’s group medical plan or the Retiree Medical Plan, such amendment or modification generally applicable to all or substantially all participants therein, which shall be at the discretion of the Company in accordance with the provisions of such plans. h. Unless the terms of an individual award are more favorable, restrictions shall lapse and performance objectives shall be deemed satisfied with respect to (i) the actual number of shares of restricted stock awarded to Executive under the Company’s Equity Incentive Plan with respect to which forfeiture restrictions are deemed lapsed and/or performance objectives are deemed satisfied, determined at the end of the applicable performance cycle or other designated forfeiture period, (ii) multiplied by a fraction, the numerator of which is the number of days in such period or cycle prior to Executive’s Separation Date and the denominator of which is the total number of days in such cycle or period. Any amount or benefit provided hereunder shall be in lieu of any severance or other cash payment available under any severance pay plan plan, policy or similar arrangement maintained by the Company or an Affiliate. The amount and benefits described herein shall be in addition to any amount or benefit the Company is required by law to provide, including, without limitation, Executive’s accrued but unpaid wages, wages and any amount or benefit to which Executive may be entitled as of his or her Termination Date accrued and payable under any separation benefit or separate retirement plan or similar arrangement maintained by the company Company or its Affiliates.

Termination Payments to Executive. As otherwise provided set forth more fully in this Section 33 and except as provided in Section 3.3 and 3.8 hereof, Executive shall be paid the greater of the amounts or benefits set forth below or the amounts or benefits provided under the terms of the separate plan or arrangement maintained by the Company (or its Affiliates) on account of termination of employment hereunder: a. Executive's Base Compensation accrued but not yet paid as of the date of his or her termination. b. An amount equal to 100% of Executive's Base Compensation, determined at the time of termination, but immediately prior to any reduction in such compensation. c. An amount equal to Executive's Incentive Bonus, determined with respect to the event year of his or her termination of employment with the Company (the date of such termination referred to herein as Executive’s “Termination Date”), Executive may be paid: a. Executive’s Base Compensation in effect as of his or her Termination Date for the remainder of his or her Employment Term, such term determined as if the notice of nonrenewal described in Section 1.2 hereof was furnished to Executive as of the Termination Date, but in no event less than his or her annualized Base Compensation. b. Executive’s Incentive Bonus for the year in which his or her Termination Date occurs, and prorated to reflect Executive’s 's actual period of service during such year. c. d. An amount equal to Executive's Incentive Bonus, determined as the target amount for the year in which his or her termination of employment occurs. e. The Company shall, at the written request of Executive: i. Purchase of the principal residence occupied by Executive as of his or her Termination Date (Executive’s “Principal Residence”), provided principal residence if such Principal Residence residence is located within 60 miles of Executive’s primary work location, the business location Executive was assigned to prior to termination of employment (the "Principal Residence") for an amount equal to the greater of (x1) the purchase price of such Principal Residence plus the documented cost of any capital improvements to the Principal Residence made by Executive, or (2) the fair market value of such residence Principal Residence as determined by the Company’s third party 's usual relocation service, or (y) the purchase price of such residence and the documented cost of any capital improvements made to the such residence made by Executive, but not more than 120% of such purchase pricepractice; and ii. Pay or reimburse Executive for the cost of relocating Executive, his or her immediate family and their household goods and other personal property, in accordance with the Company’s 's usual relocation practice, to any location in the continental United States. Notwithstanding the foregoing, the Company shall not be obligated hereunder, unless Executive actually relocates to a new principal residence that is more than 60 miles from unless, within 12 months after the termination of his or her employment with the Company (and its Affiliates), the Company is requested to purchase such Principal Residence and Executive submits has actually relocated from such geographic area. f. If Executive and/or his or her written request to the Company for the purchase of such residence not later than 12 months after Executive’s Termination Date. In any event, payment hereunder shall be made not later than December 31st of the calendar year following the year in which Executive’s Termination Date occurs. d. If Executive timely dependents elects to continue coverage under the Company’s group medical plan coverage, within the meaning of Code Section 4980B(f)(2), with respect to a group health plan sponsored by the Company or an Affiliate (other than a health flexible spending account under a self-insured medical reimbursement plan described in Code Sections 125 and 105(h)), the Company shall pay to the Executive an amount equal to the continuation coverage premium for the same type and level of group health plan coverage elected received by Executive and/or and his or her spouse or electing dependents immediately prior to such termination of Executive's employment for a the maximum period of 18 months provided under Code Section 4980B or until the Executive secures other employment where group health insurance is provided, whichever period is shorter. e. Executive’s Incentive Bonus . Except as expressly provided in Section 3.3 hereof, Executive shall also be entitled to receive such compensation or benefits as may be provided under the target amount, determined with respect to the year in which his or her Termination Date occurs. Any amount or benefit provided hereunder shall be in lieu terms of any severance or other cash payment available under any severance pay a separate plan or similar arrangement agreement maintained by the Company or an Affiliate. The amount and benefits described herein shall be in addition to any amount or benefit the Company is required by law to provide, including, without limitation, Executive’s accrued but unpaid wages, and any amount or benefit to which Executive may be entitled as of his or her Termination Date under any separation benefit or retirement plan maintained by the company (or its Affiliates) to the extent such compensation or benefits are not duplicative of the compensation or benefits described above.

Termination Payments to Executive. As otherwise provided in this Section 3, in the event of his or her termination of employment with the Company (the date of such termination referred to herein as Executive’s “Termination Date”), Executive may be paid: a. Executive’s annualized Base Compensation in effect as of his or her Termination Date for the remainder of his or her Employment Term, such term determined as if the notice of nonrenewal described in Section 1.2 hereof was furnished to Executive as of the Termination Date, but in no event less than his or her annualized Base Compensation. b. Executive’s Incentive Bonus for the year in which his or her Termination Date occurs, prorated to reflect Executive’s actual period of service during such year. c. The Company shall, at the written request of Executive: i. Purchase of the principal residence occupied by Executive as of his or her Termination Date (Executive’s “Principal Residence”), provided such Principal Residence is located within 60 miles of Executive’s primary work location, for an amount equal to the greater of (x) the fair market value of such residence as determined by the Company’s third party relocation service, or (y) the purchase price of such residence and the documented cost of any capital improvements made to the such residence made by Executive, but not more than 120% of such purchase price; and ii. Pay or reimburse Executive for the cost of relocating Executive, his or her immediate family and their household goods and other personal property, in accordance with the Company’s usual relocation practice, to any location in the continental United States. Notwithstanding the foregoing, the Company shall not be obligated hereunder, unless Executive actually relocates to a new principal residence that is more than 60 miles from his or her Principal Residence and Executive submits his or her written request to the Company for the purchase of such residence not later than 12 months after Executive’s Termination Date. In any event, payment hereunder shall be made not later than December 31st of the calendar year following the year in which Executive’s Termination Date occurs. d. If Executive timely elects to continue coverage under the Company’s group medical plan within the meaning of Code Section 4980B(f)(2), the Company shall pay to the Executive an amount equal to the continuation coverage premium for the same type and level of coverage elected by Executive and/or his or her spouse or dependents for a period of 18 months or until the Executive secures other employment where group health insurance is provided, whichever period is shorter. e. Executive’s Incentive Bonus in the target amount, determined with respect to the year in which his or her Termination Date occurs. Any amount or benefit provided hereunder shall be in lieu of any severance or other cash payment available under any severance pay plan or similar arrangement maintained by the Company or an Affiliate. The amount and benefits described herein shall be in addition to any amount or benefit the Company is required by law to provide, including, without limitation, Executive’s accrued but unpaid wages, and any amount or benefit to which Executive may be entitled as of his or her Termination Date under any separation benefit or retirement plan maintained by the company or its Affiliates.