Common use of Termination Severance Clause in Contracts

Termination Severance. Either party may terminate the employment relationship as evidenced by this Agreement at any time and for any reason upon ninety days written notice to the other. a. If You elect to terminate the employment relationship, or if You are terminated by the Company for Cause, You shall receive Base Pay and benefits through the date of termination. Cause means your termination of employment with the Corporation based upon embezzlement or other intentional misconduct which is materially injurious to the Corporation, monetarily or otherwise. b. If the Corporation elects to terminate the employment relationship or if You elect to resign for Good Reason, You shall receive a severance payment equal to one and one-half (1-1/2) times the sum of your present Base Pay plus your most recent annual incentive payment (the “Severance Payment”), in full satisfaction of the Corporation’s obligations to You as an employee. The Severance Payment will be paid within fifteen (15) days of the date of termination and shall be subject to payroll taxes and any withholding obligations. Good Reason means the occurrence of any of the following events provided the event results in negative change to You: (1) a material change in your responsibilities or title which are not of comparable responsibility and status as those held upon execution of this Agreement; (2) a reduction in your Base Pay, or a modification of the Corporation’s incentive compensation program or benefits in a manner materially adverse to You; (3) a breach or alteration of any material term of this contract without your consent. You shall evidence a voluntary termination for Good Reason by written notice to the Corporation given within 90 days after the date of the occurrence of any event that You know or should reasonably have known constitutes Good Reason for voluntary termination and the Corporation has 30 days from the date the Corporation receives the notice from You to remedy the condition. Such notice need only identify You and set forth in reasonable detail the facts and circumstances claimed by You to constitute Good Reason. c. If You are terminated in connection with a Change in Control, as defined by the Change in Control Severance Agreement entered into by You and the Corporation (the “Severance Agreement”), and You receive payment of the severance benefits under Section 4 of the Severance Agreement, no Severance Payment shall be due to You under this Agreement. d. Notwithstanding the foregoing, to the extent that any payment due hereunder is (i) deferred compensation subject to section 409A , and (ii) is payable to a specified employee (as that term is defined in section 409A), and (iii) is payable on account of the specified employee’s separation from service as that term is defined in section 409A), payment of any part of such amount that would have been made during the six (6) months following the separation from service shall not then be paid but shall rather be paid on the first day of the seventh (7th) month following the separation from service. (i) For this purpose, specified employees shall be identified by the Employer on a basis consistent with regulations issued under section 409A, and consistently applied to all plans, programs, contracts, etc. maintained by the Employer that are subject to section 409A. (ii) For this purpose “termination of employment” shall be defined as “separation from service” as that term is defined under section 409A. (iii) To the extent that 409A is applicable to this Agreement, this Agreement shall be construed and administered to comply with the rules of section 409A. Neither the Employer nor any of its officers, directors, agents or affiliates shall be obligated, directly or indirectly, to any Participant or any other person for any taxes, penalties, interest or like amounts that may be imposed on the Participant or other person on account of any amounts under this Plan or on account of any failure to comply with any Code section.

Termination Severance. Either party may terminate the employment relationship as evidenced by this Agreement at any time and for any reason upon ninety days written notice to the other. a. If You elect to terminate the employment relationship, or if You are terminated by the Company for Cause, You shall receive Base Pay and benefits through the date of termination. Cause means your termination of employment with the Corporation based upon embezzlement or other intentional misconduct which is materially injurious to the Corporation, monetarily or otherwise. b. If the Corporation elects to terminate the employment relationship or if You elect to resign for Good Reason, You shall receive a severance payment equal to one and one-half (1-1/2) times the sum of your present Base Pay plus your most recent annual incentive payment (the “"Severance Payment”"), in full satisfaction of the Corporation’s 's obligations to You as an employee. The Severance Payment will be paid within fifteen (15) days of the date of termination and shall be subject to payroll taxes and any withholding obligations. Good Reason means the occurrence of any of the following events provided the event results in negative change to Youevents: (1) a material change in your responsibilities or title which are not of comparable responsibility and status as those held upon execution of this Agreement; (2) a reduction in your Base Pay, or a modification of the Corporation’s 's incentive compensation program or benefits in a manner materially adverse to You; (3) a breach or alteration of any material term of this contract without your consent. You shall evidence a voluntary termination for Good Reason by written notice to the Corporation given within 90 days after the date of the occurrence of any event that You know or should reasonably have known constitutes Good Reason for voluntary termination and the Corporation has 30 days from the date the Corporation receives the notice from You to remedy the condition. Such notice need only identify You and set forth in reasonable detail the facts and circumstances claimed by You to constitute Good Reason. c. If You are terminated in connection with a Change in Control, as defined by the Change in Control Severance Agreement entered into by You and the Corporation (the “"Severance Agreement”"), and You receive payment of the severance benefits under Section 4 of the Severance Agreement, no Severance Payment shall be due to You under this Agreement. d. Notwithstanding the foregoing, to the extent that any payment due hereunder is (i) deferred compensation subject to section 409A , and (ii) is payable to a specified employee (as that term is defined in section 409A), and (iii) is payable on account of the specified employee’s separation from service as that term is defined in section 409A), payment of any part of such amount that would have been made during the six (6) months following the separation from service shall not then be paid but shall rather be paid on the first day of the seventh (7th) month following the separation from service. (i) For this purpose, specified employees shall be identified by the Employer on a basis consistent with regulations issued under section 409A, and consistently applied to all plans, programs, contracts, etc. maintained by the Employer that are subject to section 409A. (ii) For this purpose “termination of employment” shall be defined as “separation from service” as that term is defined under section 409A. (iii) To the extent that 409A is applicable to this Agreement, this Agreement shall be construed and administered to comply with the rules of section 409A. Neither the Employer nor any of its officers, directors, agents or affiliates shall be obligated, directly or indirectly, to any Participant or any other person for any taxes, penalties, interest or like amounts that may be imposed on the Participant or other person on account of any amounts under this Plan or on account of any failure to comply with any Code section.

Termination Severance. Either party may terminate the employment relationship as evidenced by this Agreement at any time and for any reason upon ninety days written notice to the other. a. If You elect to terminate the employment relationship, or if You are terminated by the Company for Cause, You shall receive Base Pay and benefits through the date of termination. Cause means your termination of employment with the Corporation based upon embezzlement or other intentional misconduct which is materially injurious to the Corporation, monetarily or otherwise. b. If the Corporation elects to terminate the employment relationship or if You elect to resign for Good Reason, You shall receive a severance payment equal to one and one-half (1-1/21 ½) times the sum of your present Base Pay plus your most recent annual incentive payment (the “Severance Payment”), in full satisfaction of the Corporation’s obligations to You as an employee. The Severance Payment will be paid within fifteen (15) days of the date of termination and shall be subject to payroll taxes and any withholding obligations. Good Reason means the occurrence of any of the following events provided the event results in negative change to You: (1) a material change in your responsibilities or title which are not of comparable responsibility and status as those held upon execution of this Agreement; (2) a reduction in your Base Pay, or a modification of the Corporation’s incentive compensation program or benefits in a manner materially adverse to You; (3) a breach or alteration of any material term of this contract without your consent. You shall evidence a voluntary termination for Good Reason by written notice to the Corporation given within 90 days after the date of the occurrence of any event that You know or should reasonably have known constitutes Good Reason for voluntary termination and the Corporation has 30 days from the date the Corporation receives the notice from You to remedy the condition. Such notice need only identify You and set forth in reasonable detail the facts and circumstances claimed by You to constitute Good Reason. c. If You are terminated in connection with a Change in Control, as defined by the Change in Control Severance Agreement entered into by You and the Corporation (the “Severance Agreement”), and You receive payment of the severance benefits under Section 4 3 of the Severance Agreement, no Severance Payment shall be due to You under this Agreement. d. Notwithstanding the foregoing, to the extent that any payment due hereunder is (i) deferred compensation subject to section 409A 409A, and (ii) is payable to a specified employee (as that term is defined in section 409A), and (iii) is payable on account of the specified employee’s separation from service as that term is defined in section 409A), payment of any part of such amount that would have been made during the six (6) months following the separation from service shall not then be paid but shall rather be paid on the first day of the seventh (7th) month following the separation from service. (i) For this purpose, specified employees shall be identified by the Employer on a basis consistent with regulations issued under section 409A, and consistently applied to all plans, programs, contracts, etc. maintained by the Employer that are subject to section 409A. (ii) For this purpose “termination of employment” shall be defined as “separation from service” as that term is defined under section 409A. (iii) To the extent that 409A is applicable to this Agreement, this Agreement shall be construed and administered to comply with the rules of section 409A. Neither the Employer nor any of its officers, directors, agents or affiliates shall be obligated, directly or indirectly, to any Participant or any other person for any taxes, penalties, interest or like amounts that may be imposed on the Participant or other person on account of any amounts under this Plan or on account of any failure to comply with any Code section.

Termination Severance. Either party may terminate the employment relationship as evidenced by this Agreement at any time and for any reason upon ninety days written notice to the other. a. If You elect to terminate the employment relationship, or if You are terminated by the Company for Cause, You shall receive Base Pay and benefits through the date of termination. Cause means your termination of employment with the Corporation based upon embezzlement or other intentional misconduct which is materially injurious to the Corporation, monetarily or otherwise. b. If the Corporation elects to terminate the employment relationship or if You elect to resign for Good Reason, You shall receive a severance payment equal to one and one-half (1-1/2) times the sum of your present Base Pay plus your most recent annual incentive payment (the “Severance Payment”), in full satisfaction of the Corporation’s obligations to You as an employee. The Severance Payment will be paid within fifteen (15) days of the date of termination and shall be subject to payroll taxes and any withholding obligations. Good Reason means the occurrence of any of the following events provided the event results in negative change to You: (1) a material change in your responsibilities or title which are not of comparable responsibility and status as those held upon execution of this Agreement; (2) a reduction in your Base Pay, or a modification of the Corporation’s incentive compensation program or benefits in a manner materially adverse to You; (3) a breach or alteration of any material term of this contract without your consent. You shall evidence a voluntary termination for Good Reason by written notice to the Corporation given within 90 days after the date of the occurrence of any event that You know or should reasonably have known constitutes Good Reason for voluntary termination and the Corporation has 30 days from the date the Corporation receives the notice from You to remedy the condition. Such notice need only identify You and set forth in reasonable detail the facts and circumstances claimed by You to constitute Good Reason. c. If You are terminated in connection with a Change in Control, as defined by the Change in Control Severance Agreement entered into by You and the Corporation (the “Severance Agreement”), and You receive payment of the severance benefits under Section 4 of the Severance Agreement, no Severance Payment shall be due to You under this Agreement. d. Notwithstanding the foregoing, to the extent that any payment due hereunder is (i) deferred compensation subject to section 409A 409A, and (ii) is payable to a specified employee (as that term is defined in section 409A), and (iii) is payable on account of the specified employee’s separation from service as that term is defined in section 409A), payment of any part of such amount that would have been made during the six (6) months following the separation from service shall not then be paid but shall rather be paid on the first day of the seventh (7th) month following the separation from service. (i) For this purpose, specified employees shall be identified by the Employer on a basis consistent with regulations issued under section 409A, and consistently applied to all plans, programs, contracts, etc. maintained by the Employer that are subject to section 409A. (ii) For this purpose “termination of employment” shall be defined as “separation from service” as that term is defined under section 409A. (iii) To the extent that 409A is applicable to this Agreement, this Agreement shall be construed and administered to comply with the rules of section 409A. Neither the Employer nor any of its officers, directors, agents or affiliates shall be obligated, directly or indirectly, to any Participant or any other person for any taxes, penalties, interest or like amounts that may be imposed on the Participant or other person on account of any amounts under this Plan or on account of any failure to comply with any Code section.