Common use of Termination Pursuant to Section Clause in Contracts

Termination Pursuant to Section. 3(b) (Disability). In the event that the Employment Period is terminated pursuant to Section 3(b), no further compensation shall be paid to Employee following the effective date of termination, provided that: (i) within 35 days of the effective date of termination, the Employers shall pay to Employee or his legal representative, as applicable, a lump sum cash payment equal to the Accrued Obligations; (ii) within 35 days of the effective date of termination, the Employers shall pay to Employee or his legal representative, as applicable, a lump sum cash payment equal to the Pro Rata Bonus; (iii) for 18 months following the effective date of termination, the Employers will reimburse Employee on a monthly basis (within 35 days following the day the cost is incurred) for the cost (on a grossed-up basis) of maintaining health benefits for Employee (and Employee’s spouse and eligible dependents) under a group health plan of the Employers, provided that (A) Employee timely elects the continuation of group health plan benefits under COBRA and (B) Employee makes a monthly payment to the Employers in an amount equal to the monthly premium payments (both the employee and employer portion) required to maintain such coverage. Employee and the Employers acknowledge that this coverage will count towards the Employers’ and such group health plan’s obligation to provide Employee with the right to continuation coverage pursuant to COBRA and that Employee will be able to continue such coverage at Employee’s own expense for the balance of the period provided under COBRA (for the avoidance of doubt, the foregoing will not cover any short-term or long-term disability insurance benefits) (with the exception of the duration, all such reimbursement payments, gross-ups and related conditions described in this paragraph, the “COBRA Reimbursement”); and (iv) as of the effective date of termination, Employee shall be entitled to the Equity Acceleration.

Termination Pursuant to Section. 3(b4(A) or 4(B). If either the Company or Employee elects to terminate Employee's employment with the Company under the circumstances described in Section 4(A) or 4(B) above, the Company shall, in addition to paying Employee his full Base Salary through the Date of Termination at the rate in effect at the time the Notice of Termination is given and any accrued but unused vacation and personal days (Disabilityas required by law), pay to Employee, and provide to Employee, the following severance benefits: (i) The Company shall pay to Employee an amount equal to two years of Employee's annual base salary at the highest rate in effect during the twelve (12) months immediately preceding the Date of Termination, less customary payroll deductions, such payment to be made at Employee's option either on the Date of Termination in a lump sum, or in semi-monthly installments (starting on the first regularly scheduled payday following the Date of Termination, and continuing on each regularly scheduled payday thereafter until paid). In the event that Employee fails to notify the Employment Period is terminated pursuant to Section 3(b)Company of his option, no further compensation the amount shall be paid to Employee following the effective date of termination, provided that: (i) within 35 days of the effective date of termination, the Employers shall pay to Employee or his legal representative, as applicable, in a lump sum cash payment equal to the Accrued Obligationssum; (ii) within 35 days Any and all options to purchase stock (common or otherwise) in the Company granted to Employee following a Change in Control pursuant to any plan or otherwise, and any and all grants of stock in the effective date Company granted to Employee following a Change in Control pursuant to any plan or otherwise, shall become immediately accelerated and fully vested and any restrictions on such options, grants or equivalent or similar rights shall, to the extent permissible under applicable securities laws, fully lapse. The Company shall endeavor to cause any restrictions on the options, grants or equivalent or similar rights not lapsed by operation of termination, this Section 5(A)(ii) to so lapse. Employee shall have the Employers same rights in such accelerated and vested options and grants as provided in Section 3(A)(ii) and the Company shall pay to Employee or his legal representative, as applicable, a lump sum cash payment equal the value of the options and/or grants following receipt of Employee's written notice of his/her election to the Pro Rata Bonus"cash-out" pursuant to Section 3(A)(ii); (iii) for 18 months following At the effective date of termination, Employee's election by written notice to the Employers will reimburse Employee on a monthly basis Company made within five (within 35 5) business days following the day Notice of Termination, the cost is incurredCompany shall pay to Employee on the Date of Termination in a lump sum the total amount of any Monthly Executive Compensation Benefit payments that are payable under the Executive Deferred Compensation Agreement, which amount shall have been determined pursuant to the terms of Sections 5(a) for the cost (on a grossed-up basisand 5(b) of maintaining health benefits for Employee the Executive Deferred Compensation Agreement after taking into consideration the automatic acceleration of vesting as provided in Section 10.1 (including Section 10.1(a) and Employee’s spouse and eligible dependents10.1(b)) under a group health plan of the EmployersExecutive Deferred Compensation Agreement. In the event Employee is paid his executive deferred compensation in a lump sum as provided in this Section 5(A)(ii), provided the Executive Deferred Compensation Agreement shall be terminated and of no further force or effect. In the event Employee does not elect to receive a lump sum payment of his executive deferred compensation, then the Monthly Executive Compensation Benefit payments that (A) Employee timely elects are payable under the continuation of group health plan benefits under COBRA and (B) Employee makes a monthly payment Executive Deferred Compensation Agreement shall be paid pursuant to the Employers terms of that agreement, which shall remain in an amount equal to the monthly premium payments (both the employee full force and employer portion) required to maintain such coverage. Employee and the Employers acknowledge that this coverage will count towards the Employers’ and such group health plan’s obligation to provide Employee with the right to continuation coverage pursuant to COBRA and that Employee will be able to continue such coverage at Employee’s own expense for the balance of the period provided under COBRA (for the avoidance of doubt, the foregoing will not cover any short-term or long-term disability insurance benefits) (with the exception of the duration, all such reimbursement payments, gross-ups and related conditions described in this paragraph, the “COBRA Reimbursement”)effect; and (iv) as of the effective date of termination, Employee shall be entitled continue to participate in all life insurance, medical, health, dental and disability plans, programs or arrangements ("Insurance Plans") in which Employee participated immediately prior to the Equity AccelerationDate of Termination on the same terms as Employee participated immediately prior to the Date of Termination for the shorter period of (a) two years from the Date of Termination or (b) Employee's commencement of full time employment with a new company that provides Employee with benefits at least as favorable as those provided by the Company, so long as Employee's continued participation is possible under the general terms and provisions of such plans and programs and Employee will continue to be obligated to pay the same employee portion of any premium and any deductible and/or co-payments associated with such insurance Plans as was required immediately prior to the Date of Termination. Employee's right to continued group benefits after any period covered by the Company under this Agreement will be determined in accordance with federal and state law. (v) The payments and benefits provided for in this Section 5(A) are in addition to, and shall not be deemed to be in lieu of, any other payments and/or benefits to which Employee is otherwise entitled, including without limitation any and all payments and benefits under the PLM International, Inc. 401K and Profit Sharing Plan and any other insurance and/or disability plans.

Termination Pursuant to Section. 3(b4(A) or 4(B). If either the Company or Employee elects to terminate Employee's employment with the Company under the circumstances described in Section 4(A) or 4(B) above, the Company shall, in addition to paying Employee his full Base Salary through the Date of Termination at the rate in effect at the time the Notice of Termination is given and any accrued but unused vacation and personal days (Disabilityas required by law), pay to Employee, and provide to Employee, the following severance benefits: (i) The Company shall pay to Employee an amount equal to three years of Employee's annual base salary at the highest rate in effect during the twelve (12) months immediately preceding the Date of Termination, less customary payroll deductions, such payment to be made at Employee's option either on the Date of Termination in a lump sum, or in semi-monthly installments (starting on the first regularly scheduled payday following the Date of Termination, and continuing on each regularly scheduled payday thereafter until paid). In the event that Employee fails to notify the Employment Period is terminated pursuant to Section 3(b)Company of his option, no further compensation the amount shall be paid to Employee following the effective date of termination, provided that: (i) within 35 days of the effective date of termination, the Employers shall pay to Employee or his legal representative, as applicable, in a lump sum cash payment equal to the Accrued Obligationssum; (ii) within 35 days Any and all options to purchase stock (common or otherwise) in the Company granted to Employee following a Change in Control pursuant to any plan or otherwise, and any and all grants of stock in the effective date Company granted to Employee following a Change in Control pursuant to any plan or otherwise, shall become immediately accelerated and fully vested and any restrictions on such options, grants or equivalent or similar rights shall, to the extent permissible under applicable securities laws, fully lapse. The Company shall endeavor to cause any restrictions on the options, grants or equivalent or similar rights not lapsed by operation of termination, this Section 5(A)(ii) to so lapse. Employee shall have the Employers same rights in such accelerated and vested options and grants as provided in Section 3(A)(ii) and the Company shall pay to Employee or his legal representative, as applicable, a lump sum cash payment equal the value of the options and/or grants following receipt of Employee's written notice of his/her election to the Pro Rata Bonus"cash-out" pursuant to Section 3(A)(ii); (iii) for 18 months following At the effective date of termination, Employee's election by written notice to the Employers will reimburse Employee on a monthly basis Company made within five (within 35 5) business days following the day Notice of Termination, the cost is incurredCompany shall pay to Employee on the Date of Termination in a lump sum the total amount of any Monthly Executive Compensation Benefit payments that are payable under the Executive Deferred Compensation Agreement, which amount shall have been determined pursuant to the terms of Sections 5(a) for the cost (on a grossed-up basisand 5(b) of maintaining health benefits for Employee the Executive Deferred Compensation Agreement after taking into consideration the automatic acceleration of vesting as provided in Section 10.1 (including Section 10.1(a) and Employee’s spouse and eligible dependents10.1(b)) under a group health plan of the EmployersExecutive Deferred Compensation Agreement. In the event Employee is paid his executive deferred compensation in a lump sum as provided in this Section 5(A)(ii), provided the Executive Deferred Compensation Agreement shall be terminated and of no further force or effect. In the event Employee does not elect to receive a lump sum payment of his executive deferred compensation, then the Monthly Executive Compensation Benefit payments that (A) Employee timely elects are payable under the continuation of group health plan benefits under COBRA and (B) Employee makes a monthly payment Executive Deferred Compensation Agreement shall be paid pursuant to the Employers terms of that agreement, which shall remain in an amount equal to the monthly premium payments (both the employee full force and employer portion) required to maintain such coverage. Employee and the Employers acknowledge that this coverage will count towards the Employers’ and such group health plan’s obligation to provide Employee with the right to continuation coverage pursuant to COBRA and that Employee will be able to continue such coverage at Employee’s own expense for the balance of the period provided under COBRA (for the avoidance of doubt, the foregoing will not cover any short-term or long-term disability insurance benefits) (with the exception of the duration, all such reimbursement payments, gross-ups and related conditions described in this paragraph, the “COBRA Reimbursement”)effect; and (iv) as of the effective date of termination, Employee shall be entitled continue to participate in all life insurance, medical, health, dental and disability plans, programs or arrangements ("Insurance Plans") in which Employee participated immediately prior to the Equity AccelerationDate of Termination on the same terms as Employee participated immediately prior to the Date of Termination for the shorter period of (a) three years from the Date of Termination or (b) Employee's commencement of full time employment with a new company that provides Employee with benefits at least as favorable as those provided by the Company, so long as Employee's continued participation is possible under the general terms and provisions of such plans and programs and Employee will continue to be obligated to pay the same employee portion of any premium and any deductible and/or co-payments associated with such insurance Plans as was required immediately prior to the Date of Termination. Employee's right to continued group benefits after any period covered by the Company under this Agreement will be determined in accordance with federal and state law. (v) The payments and benefits provided for in this Section 5(A) are in addition to, and shall not be deemed to be in lieu of, any other payments and/or benefits to which Employee is otherwise entitled, including without limitation any and all payments and benefits under the PLM International, Inc. 401K and Profit Sharing Plan and any other insurance and/or disability plans.

Termination Pursuant to Section. 3(b) (Disability). In the event that the Employment Period is terminated pursuant to Section 3(b), no further compensation shall be paid to Employee following the effective date of termination, provided that: (i) within 35 days of the effective date of termination, the Employers shall pay to Employee or his legal representative, as applicable, a lump sum cash payment equal to the Accrued Obligations; (ii) within 35 days of the effective date of termination, the Employers shall pay to Employee or his legal representative, as applicable, a lump sum cash payment equal to the Pro Rata Bonus; (iii) for 18 9 months following the effective date of termination, the Employers will reimburse Employee on a monthly basis (within 35 30 days following the day of the cost is being incurred) for the cost (on a grossed-up basis) of maintaining health benefits for Employee (and Employee’s spouse and eligible dependents) under a group health plan of the Employers, provided that (A) Employee timely elects the continuation of group health plan benefits under COBRA and (B) Employee makes a monthly payment to the Employers in an amount equal to the monthly premium payments (both the employee and employer portion) required to maintain such coverage. Employee and the Employers acknowledge that this coverage will count towards the Employers’ and such group health plan’s obligation to provide Employee with the right to continuation coverage pursuant to COBRA and that Employee will be able to continue such coverage at Employee’s own expense for the balance of the period provided under COBRA (for the avoidance of doubt, the foregoing will not cover any short-short term or long-long term disability insurance benefits) (with the exception of the duration, all such reimbursement payments, gross-ups and related conditions described in this paragraph, the “COBRA Reimbursement”); and (iv) as of the effective date of termination, Employee shall be entitled to the Equity Acceleration.

Termination Pursuant to Section. 3(b) (Disability). In the event that the Employment Period is terminated pursuant to Section 3(b), no further compensation shall be paid to Employee following the effective date of termination, provided that: (i) within 35 45 days of the effective date of termination, the Employers shall pay to Employee or his legal representative, as applicable, a lump sum cash payment equal to the Accrued Obligations; (ii) within 35 45 days of the effective date of termination, the Employers shall pay to Employee or his legal representative, as applicable, a lump sum cash payment equal to the Pro Rata Bonus; (iii) for 18 9 months following the effective date of termination, the Employers will reimburse Employee on a monthly basis (within 35 30 days following the day of the cost is being incurred) for the cost (on a grossed-up basis) of maintaining health benefits for Employee (and Employee’s spouse and eligible dependents) under a group health plan of the Employers, provided that (A) Employee timely elects the continuation of group health plan benefits under COBRA and (B) Employee makes a monthly payment to the Employers in an amount equal to the monthly premium payments (both the employee and employer portion) required to maintain such coverage. Employee and the Employers acknowledge that this coverage will count towards the Employers’ and such group health plan’s obligation to provide Employee with the right to continuation coverage pursuant to COBRA and that Employee will be able to continue such coverage at Employee’s own expense for the balance of the period provided under COBRA (for the avoidance of doubt, the foregoing will not cover any short-short term or long-long term disability insurance benefits) (with the exception of the duration, all such reimbursement payments, gross-ups and related conditions described in this paragraph, the “COBRA Reimbursement”); and (iv) as of the effective date of termination, Employee shall be entitled to the Equity Acceleration.

Termination Pursuant to Section. 3(b) (Disability). In the event that the Employment Period is terminated pursuant to Section 3(b), no further compensation shall be paid to Employee following the effective date of termination, provided that: (i) within 35 45 days of the effective date of termination, the Employers Employer shall pay to Employee or his legal representative, as applicable, a lump sum cash payment equal to the Accrued Obligations; (ii) within 35 45 days of the effective date of termination, the Employers Employer shall pay to Employee or his legal representative, as applicable, a lump sum cash payment equal to the Pro Rata Bonus; (iii) for 18 9 months following the effective date of termination, the Employers Employer will reimburse Employee on a monthly basis (within 35 30 days following the day of the cost is being incurred) for the cost (on a grossed-up basis) of maintaining health benefits for Employee (and Employee’s spouse and eligible dependents) under a group health plan of the EmployersEmployer, provided that (A) Employee timely elects the continuation of group health plan benefits under COBRA and (B) Employee makes a monthly payment to the Employers Employer in an amount equal to the monthly premium payments (both the employee and employer portion) required to maintain such coverage. Employee and the Employers Employer acknowledge that this coverage will count towards the Employers’ Employer’s and such group health plan’s obligation to provide Employee with the right to continuation coverage pursuant to COBRA and that Employee will be able to continue such coverage at Employee’s own expense for the balance of the period provided under COBRA (for the avoidance of doubt, the foregoing will not cover any short-short term or long-long term disability insurance benefits) (with the exception of the duration, all such reimbursement payments, gross-ups and related conditions described in this paragraph, the “COBRA Reimbursement”); and (iv) as of the effective date of termination, Employee shall be entitled to the Equity Acceleration.

Termination Pursuant to Section. 3(b) (Disability). In the event that the Employment Period is terminated pursuant to Section 3(b), no further compensation shall be paid to Employee following the effective date of termination, provided that: (i) within 35 days of on the 35th day following the effective date of termination, the Employers shall pay to Employee or his legal representative, as applicable, a lump sum cash payment equal to the Accrued Obligations; (ii) within 35 days of on the 35th day following the effective date of termination, the Employers shall pay to Employee or his legal representative, as applicable, a lump sum cash payment equal to the Pro Rata Bonus; (iii) for 18 months following the effective date of termination, the Employers will reimburse Employee on a monthly basis (within 35 days on the 35th day following the day the cost is incurred) for the cost (on a grossed-up basis) of maintaining health benefits for Employee (and Employee’s spouse and eligible dependents) under a group health plan of the Employers, provided that (A) Employee timely elects the continuation of group health plan benefits under COBRA and (B) Employee makes a monthly payment to the Employers in an amount equal to the monthly premium payments (both the employee and employer portion) required to maintain such coverage. Employee and the Employers acknowledge that this coverage will count towards the Employers’ and such group health plan’s obligation to provide Employee with the right to continuation coverage pursuant to COBRA and that Employee will be able to continue such coverage at Employee’s own expense for the balance of the period provided under COBRA (for the avoidance of doubt, the foregoing will not cover any short-term or long-term disability insurance benefits) (with the exception of the duration, all such reimbursement payments, gross-ups and related conditions described in this paragraph, the “COBRA Reimbursement”); and (iv) as of the effective date of termination, Employee shall be entitled to the Equity Acceleration.

Termination Pursuant to Section. 3(b) (Disability). In the event that the Employment Period is terminated pursuant to Section 3(b), no further compensation shall be paid to Employee following the effective date of termination, provided that: (i) within 35 days of the effective date of termination, the Employers Employer shall pay to Employee or his legal representative, as applicable, a lump sum cash payment equal to the Accrued Obligations; (ii) within 35 days of the effective date of termination, the Employers Employer shall pay to Employee or his legal representative, as applicable, a lump sum cash payment equal to the Pro Rata Bonus; (iii) for 18 9 months following the effective date of termination, the Employers Employer will reimburse Employee on a monthly basis (within 35 30 days following the day of the cost is being incurred) for the cost (on a grossed-up basis) of maintaining health benefits for Employee (and Employee’s spouse and eligible dependents) under a group health plan of the EmployersEmployer, provided that (A) Employee timely elects the continuation of group health plan benefits under COBRA and (B) Employee makes a monthly payment to the Employers Employer in an amount equal to the monthly premium payments (both the employee and employer portion) required to maintain such coverage. Employee and the Employers Employer acknowledge that this coverage will count towards the Employers’ Employer’s and such group health plan’s obligation to provide Employee with the right to continuation coverage pursuant to COBRA and that Employee will be able to continue such coverage at Employee’s own expense for the balance of the period provided under COBRA (for the avoidance of doubt, the foregoing will not cover any short-short term or long-long term disability insurance benefits) (with the exception of the duration, all such reimbursement payments, gross-ups and related conditions described in this paragraph, the “COBRA Reimbursement”); and (iv) as of the effective date of termination, Employee shall be entitled to the Equity Acceleration.