Common use of Termination Severance Benefits Clause in Contracts

Termination Severance Benefits. Except as otherwise provided herein and subject to Section 4(g), the compensation and termination payments provided pursuant to this Section 3(c) shall be paid at such times and in such manner as payments normally would be made under Section 2 above and shall be subject to deductions and withholding as provided in Section 2(a) above. (i) In the event Executive’s employment hereunder is terminated by mutual agreement pursuant to Section 3(b)(i) above, the Company shall provide to Executive any payments and benefits pursuant to Section 2 above which have been earned but have not been provided through the date of termination and such additional sums, if any, as mutually agreed in writing by the Executive and the Company. (ii) In the event Executive’s employment hereunder is terminated for Cause pursuant to Section 3(b)(ii) above, the Company’s sole obligation to the Executive shall be the provision of any payments and benefits pursuant to Section 2 above which have been earned but have not been provided through the date of termination. (iii) In the event Executive’s employment hereunder is terminated by the Executive upon not less than thirty (30) days’ prior written notice to the Company pursuant to Section 3(b)(iii) above, the Company shall provide all payments and benefits to the Executive pursuant to Section 2 above which have been earned hut have not been provided through the date of termination. (iv) In the event Executive’s employment hereunder is terminated by the Company upon not less than thirty (30) days’ prior written notice to the Executive pursuant to Section 3(b)(iv) above, the Company shall provide all payments and benefits to the Executive pursuant to Section 2 above which have been earned but have not been provided through the date of termination, and shall pay to the Executive severance benefits of: (A) twenty-four (24) months of continued Base Salary at Executive’s then current rate, to be paid on the regular payroll schedule of the Company commencing with the date of termination; (B) an amount equal to the Executive’s Performance Bonus as has been declared but not yet paid to Executive, to he paid in a lump sum within thirty (30) days of the date of termination; and (C) continuation of all benefits set forth in Section 2(h) above during the period in which severance is paid out to the Executive, to the extent permitted by the Company’s then current benefit plans. (v) In the event Executive’s employment hereunder is terminated by the Executive for Good Reason pursuant to Section 3(b)(v) above, the Company shall provide all payments and benefits to the Executive pursuant to Section 2 above which have been earned but have not been provided through the date of termination, and shall pay to the Executive severance benefits of: (A) twenty-four (24) months of continued Base Salary at Executive’s then current rate, to be paid on the regular payroll schedule of the Company commencing with the date of termination; (B) an amount equal to the Executive’s Performance Bonus as has been declared but not yet paid to Executive, to be paid in a lump sum within thirty (30) days of the date of termination; and (C) continuation of all benefits set forth in Section 2(h) above during the period in which severance is paid out to the Executive, to the extent permitted by the Company’s then current benefit plans. (vi) In the event Executive’s employment hereunder is terminated by the death of the Executive pursuant to Section 3(b)(vi) above, the Company shall provide to the Executive’s estate all payments and benefits pursuant to Section 2 above, which have been earned but have not been provided through the date of the Executive’s death. (vii) In the event this Agreement and the Executive’s employment hereunder are terminated by the Company as a result of the Disability of the Executive pursuant to Section 3(b)(vii) above, the Company shall provide to the Executive all payments and benefits pursuant to Section 2 above, which have been earned but have not been provided through the date of termination. (viii) Notwithstanding the above, if any compensation to be paid to Executive under Section 3(c) is “nonqualified deferred compensation” subject to IRC Section 409A, such compensation shall be paid no earlier than the date of Executive’s “separation from service” from the Company within the meaning of IRC Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of IRC Section 409A(a)(2)(B)(i) at the time of the Executive’s separation from service, any nonqualified deferred compensation subject to IRC Section 409A that would otherwise have been payable as a result of, and within the first six (6) months following, the Executive’s “separation from service”, and not by reason of another event under IRC Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the date of the Executive’s separation from service or, if earlier, the date of Executive’s death.

Termination Severance Benefits. Except as otherwise provided herein and subject to Section 4(g), the compensation and termination payments provided pursuant to this Section 3(c) shall be paid at such times and in such manner as payments normally would be made under Section 2 above and shall be subject to deductions and withholding as provided in Section 2(a) above. (i) In the event Executive’s employment hereunder is terminated by mutual agreement pursuant to Section 3(b)(i) above, the Company shall provide to Executive any payments and benefits pursuant to Section 2 above which have been earned but have not been provided through the date of termination and such additional sums, if any, as mutually agreed in writing by the Executive and the Company. (ii) In the event Executive’s employment hereunder is terminated for Cause pursuant to Section 3(b)(ii) above, the Company’s sole obligation to the Executive shall be the provision of any payments and benefits pursuant to Section 2 above which have been earned but have not been provided through the date of termination. (iii) In the event Executive’s employment hereunder is terminated by the Executive upon not less than thirty (30) days’ prior written notice to the Company pursuant to Section 3(b)(iii) above, the Company shall provide all payments and benefits to the Executive pursuant to Section 2 above which have been earned hut but have not been provided through the date of termination. (iv) In the event Executive’s employment hereunder is terminated by the Company upon not less than thirty (30) days’ prior written notice to the Executive pursuant to Section 3(b)(iv) above, the Company shall provide all payments and benefits to the Executive pursuant to Section 2 above which have been earned but have not been provided through the date of termination, and shall pay to the Executive severance benefits of: (A) twenty-four (24) months of continued Base Salary at Executive’s then current rate, to be paid on the regular payroll schedule of the Company commencing with the date of termination; (B) an amount equal to the Executive’s Performance Bonus as has been declared but not yet paid to Executive, to he be paid in a lump sum within thirty (30) days of the date of termination; and (C) continuation of all benefits set forth in Section 2(h) above during the period in which severance is paid out to the Executive, to the extent permitted by the Company’s then current benefit plans. (v) In the event Executive’s employment hereunder is terminated by the Executive for Good Reason pursuant to Section 3(b)(v) above, the Company shall provide all payments and benefits to the Executive pursuant to Section 2 above which have been earned but have not been provided through the date of termination, and shall pay to the Executive severance benefits of: (A) twenty-four (24) months of continued Base Salary at Executive’s then current rate, to be paid on the regular payroll schedule of the Company commencing with the date of termination; (B) an amount equal to the Executive’s Performance Bonus as has been declared but not yet paid to Executive, to be paid in a lump sum within thirty (30) days of the date of termination; and (C) continuation of all benefits set forth in Section 2(h) above during the period in which severance is paid out to the Executive, to the extent permitted by the Company’s then current benefit plans. (vi) In the event Executive’s employment hereunder is terminated by the death of the Executive pursuant to Section 3(b)(vi) above, the Company shall provide to the Executive’s estate all payments and benefits pursuant to Section 2 above, which have been earned but have not been provided through the date of the Executive’s death. (vii) In the event this Agreement and the Executive’s employment hereunder are terminated by the Company as a result of the Disability of the Executive pursuant to Section 3(b)(vii) above, the Company shall provide to the Executive all payments and benefits pursuant to Section 2 above, which have been earned but have not been provided through the date of termination. (viii) Notwithstanding the above, if any compensation to be paid to Executive under Section 3(c) is “nonqualified deferred compensation” subject to IRC Section 409A, such compensation shall be paid no earlier than the date of Executive’s “separation from service” from the Company within the meaning of IRC Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of IRC Section 409A(a)(2)(B)(i) at the time of the Executive’s separation from service, any nonqualified deferred compensation subject to IRC Section 409A that would otherwise have been payable as a result of, and within the first six (6) months following, the Executive’s “separation from service”, and not by reason of another event under IRC Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the date of the Executive’s separation from service or, if earlier, the date of Executive’s death.

Termination Severance Benefits. Except as otherwise provided herein and subject to Section 4(g), the compensation and termination payments provided pursuant to this Section 3(c) shall be paid at such times and in such manner as payments normally would be made under Section 2 above and shall be subject to deductions and withholding as provided in Section 2(a) above. (i) In the event Executive’s employment hereunder is terminated by mutual agreement pursuant to Section 3(b)(i) above, the Company shall provide to Executive any payments and benefits pursuant to Section 2 above which have been earned but have not been provided through the date of termination and such additional sums, if any, as mutually agreed in writing by the Executive and the Company. (ii) In the event Executive’s employment hereunder is terminated for Cause pursuant to Section 3(b)(ii) above, the Company’s sole obligation to the Executive shall be the provision of any payments and benefits pursuant to Section 2 above which have been earned but have not been provided through the date of termination. (iii) In the event Executive’s employment hereunder is terminated by the Executive upon not less than thirty (30) days’ prior written notice to the Company pursuant to Section 3(b)(iii) above, the Company shall provide all payments and benefits to the Executive pursuant to Section 2 above which have been earned hut but have not been provided through the date of termination. (iv) In the event Executive’s employment hereunder is terminated by the Company upon not less than thirty (30) days’ prior written notice to the Executive pursuant to Section 3(b)(iv) above, the Company shall provide all payments and benefits to the Executive pursuant to Section 2 above which have been earned but have not been provided through the date of termination, and shall pay to the Executive severance benefits of: (A) twenty-four twelve (2412) months of continued Base Salary at Executive’s then current rate, to be paid on the regular payroll schedule of the Company commencing with the date of termination; (B) an amount equal to the Executive’s Performance Bonus as has been declared but not yet paid to Executive, to he be paid in a lump sum within thirty (30) days of the date of termination; and (C) continuation of all benefits set forth in Section 2(h2(g) above during the period in which severance is paid out to the Executive, to the extent permitted by the Company’s then current benefit plans. (v) In the event Executive’s employment hereunder is terminated by the Executive for Good Reason pursuant to Section 3(b)(v) above, the Company shall provide all payments and benefits to the Executive pursuant to Section 2 above which have been earned but have not been provided through the date of termination, and shall pay to the Executive severance benefits of: (A) twenty-four twelve (2412) months of continued Base Salary at Executive’s then current rate, to be paid on the regular payroll schedule of the Company commencing with the date of termination; (B) an amount equal to the Executive’s Performance Bonus as has been declared but not yet paid to Executive, to be paid in a lump sum within thirty (30) days of the date of termination; and (C) continuation of all benefits set forth in Section 2(h2(g) above during the period in which severance is paid out to the Executive, to the extent permitted by the Company’s then current benefit plans. (vi) In the event Executive’s employment hereunder is terminated by the death of the Executive pursuant to Section 3(b)(vi) above, the Company shall provide to the Executive’s estate all payments and benefits pursuant to Section 2 above, which have been earned but have not been provided through the date of the Executive’s death. (vii) In the event this Agreement and the Executive’s employment hereunder are terminated by the Company as a result of the Disability of the Executive pursuant to Section 3(b)(vii) above, the Company shall provide to the Executive all payments and benefits pursuant to Section 2 above, which have been earned but have not been provided through the date of termination. (viii) Notwithstanding the above, if any compensation to be paid to Executive under Section 3(c) is “nonqualified deferred compensation” subject to IRC Section 409A, such compensation shall be paid no earlier than the date of Executive’s “separation from service” from the Company within the meaning of IRC Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of IRC Section 409A(a)(2)(B)(i) at the time of the Executive’s separation from service, any nonqualified deferred compensation subject to IRC Section 409A that would otherwise have been payable as a result of, and within the first six (6) months following, the Executive’s “separation from service”, and not by reason of another event under IRC Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the date of the Executive’s separation from service or, if earlier, the date of Executive’s death.

Termination Severance Benefits. Except as otherwise provided herein and subject to Section 4(g), the compensation and termination payments provided pursuant to this Section 3(c) shall be paid at such times and in such manner as payments normally would be made under Section 2 above and shall be subject to deductions and withholding as provided in Section 2(a) above. (i) In the event Executive’s employment hereunder is terminated by mutual agreement pursuant to Section 3(b)(i) above, the Company shall provide to Executive any payments and benefits pursuant to Section 2 above which have been earned but have not been provided through the date of termination and such additional sums, if any, as mutually agreed in writing by the Executive and the Company. (ii) In the event Executive’s employment hereunder is terminated for Cause pursuant to Section 3(b)(ii) above, the Company’s sole obligation to the Executive shall be the provision of any payments and benefits pursuant to Section 2 above which have been earned but have not been provided through the date of termination. (iii) In the event Executive’s employment hereunder is terminated by the Executive upon not less than thirty (30) days’ prior written notice to the Company pursuant to Section 3(b)(iii) above, the Company shall provide all payments and benefits to the Executive pursuant to Section 2 above which have been earned hut but have not been provided through the date of termination. (iv) In the event Executive’s employment hereunder is terminated by the Company upon not less than thirty (30) days’ prior written notice to the Executive pursuant to Section 3(b)(iv) above, the Company shall provide all payments and benefits to the Executive pursuant to Section 2 above which have been earned but have not been provided through the date of termination, and shall pay to the Executive severance benefits of: (A) twenty-four twelve (2412) months of continued Base Salary at Executive’s then current rate, to be paid on the regular payroll schedule of the Company commencing with the date of termination; (B) an amount equal to the Executive’s Performance Bonus as has been declared but not yet paid to Executive, to he be paid in a lump sum within thirty (30) days of the date of termination; and (C) continuation of all benefits set forth in Section 2(h) above during the period in which severance is paid out to the Executive, to the extent permitted by the Company’s then current benefit plans. (v) In the event Executive’s employment hereunder is terminated by the Executive for Good Reason pursuant to Section 3(b)(v) above, the Company shall provide all payments and benefits to the Executive pursuant to Section 2 above which have been earned but have not been provided through the date of termination, and shall pay to the Executive severance benefits of: (A) twenty-four twelve (2412) months of continued Base Salary at Executive’s then current rate, to be paid on the regular payroll schedule of the Company commencing with the date of termination; (B) an amount equal to the Executive’s Performance Bonus as has been declared but not yet paid to Executive, to be paid in a lump sum within thirty (30) days of the date of termination; and (C) continuation of all benefits set forth in Section 2(h) above during the period in which severance is paid out to the Executive, to the extent permitted by the Company’s then current benefit plans. (vi) In the event Executive’s employment hereunder is terminated by the death of the Executive pursuant to Section 3(b)(vi) above, the Company shall provide to the Executive’s estate all payments and benefits pursuant to Section 2 above, which have been earned but have not been provided through the date of the Executive’s death. (vii) In the event this Agreement and the Executive’s employment hereunder are terminated by the Company as a result of the Disability of the Executive pursuant to Section 3(b)(vii) above, the Company shall provide to the Executive all payments and benefits pursuant to Section 2 above, which have been earned but have not been provided through the date of termination. (viii) Notwithstanding the above, if any compensation to be paid to Executive under Section 3(c) is “nonqualified deferred compensation” subject to IRC Section 409A, such compensation shall be paid no earlier than the date of Executive’s “separation from service” from the Company within the meaning of IRC Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of IRC Section 409A(a)(2)(B)(i) at the time of the Executive’s separation from service, any nonqualified deferred compensation subject to IRC Section 409A that would otherwise have been payable as a result of, and within the first six (6) months following, the Executive’s “separation from service”, and not by reason of another event under IRC Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the date of the Executive’s separation from service or, if earlier, the date of Executive’s death.