Common use of Timing of Payments and Settlement Clause in Contracts

Timing of Payments and Settlement. Subject to paragraphs 10(d)(iv) and (v), the cash portion of each of your Accrued Compensation and Benefits and 50% of the Severance Payment shall be paid in a lump sum within 30 days after the Termination Date and the remaining 50% of the Severance Payment will be paid in accordance with the Company’s regular payroll practices, in equal installments, over a period of 36 months, beginning with the first payroll period following the Termination Date. Notwithstanding the foregoing, if, on the Termination Date, you are not considered a “specified employee” (within the meaning of Section 409A (or any successor provisions) of the Code and the rules and regulations promulgated thereunder (“Section 409A”)), then the references to “Termination Date” in the preceding sentence shall be deemed to refer to the first business day following the expiration of the 60-day period described in paragraph 10(d)(iv) below. Payment of the Pro-Rata Bonus will be made in accordance with paragraph 3(b)(vi) hereof. Any incremental plan benefits resulting from Employer’s application of the SERP Credit will be paid at the same time and in the same form as your plan benefits are scheduled to be paid under the terms of the SERP. Anything in this Agreement to the contrary notwithstanding, your entitlement to any portion of the Severance Payment that has not yet been paid and your right to receive future payments and benefits (including payments under paragraph 12, office and secretarial services) will cease if you materially breach any of the provisions set forth in paragraph 8(a), 8(b), 8(c) (but only with respect to a material breach involving strategic business or financial information) or 8(h) and after notice by Employer of such breach you fail to cure such breach within thirty (30) days following your receipt of such notice, assuming such breach is capable of cure. In the case of your material breach of any of the other provisions of paragraph 8, then in addition to any other rights or remedies Employer has under this Agreement or otherwise, nothing in this Agreement shall prevent Employer from seeking monetary damages and/or equitable relief in court. You may request from Employer at any time its view on whether a proposed activity or investment by you will breach the Non-Compete Covenant described in paragraph 8(a) and/or the Non-Solicit Covenant described in paragraph 8(b) by giving Employer written notice of the details of such activity or investment, and Employer will respond to your inquiry within ten (10) business days of its receipt of such notice. Employer’s view as conveyed to you that the proposed activity or investment will not breach the applicable provisions of paragraph 8(a) and/or 8(b) shall be binding on it to the extent that the activity or investment does not exceed what was described in the notice. Your giving notice shall not be deemed an admission by you that the proposed activity or investment would violate the applicable provisions of paragraph 8(a) and/or 8(b). Employer’s failure to respond with its view within ten (10) business days of its receipt of notice shall not constitute or be construed as an acknowledgment by Employer that the proposed activity or investment will not breach the provisions of paragraph 8(a) and/or 8(b), but such failure shall create an irrebuttable presumption that any breach arising from such activity or investment is capable of cure. For the avoidance of doubt, nothing in this paragraph 10(d)(iii), including the requirement that Employer give you a notice of a breach of paragraph 8(a) and/or 8(b), shall preclude Employer from seeking an immediate injunction or other equitable relief for any breach or threatened breach of provisions of paragraph 8.

Timing of Payments and Settlement. Subject to paragraphs 10(d)(iv) and (v), (A) the cash portion of each of your Accrued Compensation and Benefits and 50% scheduled to be paid in cash upon your termination of the Severance Payment employment shall be paid in a lump sum within 30 days after the Termination Date and the remaining 50% of the Severance Payment will be paid in accordance with the Company’s regular payroll practices, in equal installments, over a period of 36 months, beginning with the first payroll period following the Termination Date. Notwithstanding the foregoing, if, on the Termination Date, you are not considered a “specified employee” ; (within the meaning of Section 409A (or any successor provisionsB) of the Code and the rules and regulations promulgated thereunder (“Section 409A”)), then the references to “Termination Date” in the preceding sentence shall be deemed to refer to the first business day following the expiration of the 60-day period described in paragraph 10(d)(iv) below. Payment payment of the Pro-Rata Bonus will be made in accordance with paragraph 3(b)(vi) hereof. Any ; (C) payment of the cash amount described in paragraph 10(d)(ii)(j) shall be made in a lump sum within 30 days after the Termination Date, and payment of the cash amount described in paragraph 10(d)(ii)(k) (if any) shall be made in a lump sum within 60 days after the Termination Date; (D) all outstanding and unvested stock options, restricted stock and/or restricted stock units shall be treated as described in paragraphs 10(d)(ii)(d) and (e); and (E) any incremental plan benefits resulting from Employer’s application of the SERP Credit will be paid at the same time and in the same form as your plan benefits are scheduled to be paid under the terms of the SERP. Subject to paragraphs 10(d)(iv) and (v), 50% of the Severance Payment shall be paid in a lump sum within 30 days after the Termination Date, and the remaining 50% of the Severance Payment will be paid in equal installments in accordance with the Company’s regular payroll practices over a period of 36 months, beginning with the first payroll period following the Termination Date. Notwithstanding the foregoing, to the extent that any payments and benefits set forth in paragraph 10(d)(ii) constitute “deferred compensation” (within the meaning of Section 409A (or any successor provisions) of the Code and the rules and regulations promulgated thereunder (“Section 409A”)), then for purposes of this paragraph 10(d)(iii), the references to “Termination Date” in the preceding two sentences shall be deemed to refer to the first business day following the expiration of the 60-day period described in paragraph 10(d)(iv)(b) below. Anything in this Agreement to the contrary notwithstanding, your entitlement to any portion of the Severance Payment that has not yet been paid and your right to receive future payments and benefits (including payments under paragraph 12, office and secretarial services) will cease if you materially breach any of the provisions set forth in paragraph 8(a), 8(b), 8(c) (but only with respect to a material breach involving strategic business or financial information) or 8(h) and after notice by Employer of such breach you fail to cure such breach within thirty (30) days following your receipt of such notice, assuming such breach is capable of cure. In the case of your material breach of any of the other provisions of paragraph 8, then in addition to any other rights or remedies Employer has under this Agreement or otherwise, nothing in this Agreement shall prevent Employer from seeking monetary damages and/or equitable relief in court. You may request from Employer at any time its view on whether a proposed activity or investment by you will breach the Non-Compete Covenant described in paragraph 8(a) and/or the Non-Solicit Covenant described in paragraph 8(b) by giving Employer written notice of the details of such activity or investment, and Employer will respond to your inquiry within ten (10) business days of its receipt of such notice. Employer’s view as conveyed to you that the proposed activity or investment will not breach the applicable provisions of paragraph 8(a) and/or 8(b) shall be binding on it to the extent that the activity or investment does not exceed what was described in the notice. Your giving notice shall not be deemed an admission by you that the proposed activity or investment would violate the applicable provisions of paragraph 8(a) and/or 8(b). Employer’s failure to respond with its view within ten (10) business days of its receipt of notice shall not constitute or be construed as an acknowledgment by Employer that the proposed activity or investment will not breach the provisions of paragraph 8(a) and/or 8(b), but such failure shall create an irrebuttable presumption that any breach arising from such activity or investment is capable of cure. For the avoidance of doubt, nothing in this paragraph 10(d)(iii), including the requirement that Employer give you a notice of a breach of paragraph 8(a) and/or 8(b), shall preclude Employer from seeking an immediate injunction or other equitable relief for any breach or threatened breach of provisions of paragraph 8.

Timing of Payments and Settlement. Subject to paragraphs 10(d)(iv) and (v), (A) the cash portion of each of your Accrued Compensation and Benefits scheduled to be paid in cash upon your termination of employment and 50% of the Severance Payment shall be paid in a lump sum within 30 days after the Termination Date Date, and the remaining 50% of the Severance Payment will be paid in accordance with the Company’s regular payroll practices, in equal installments, over a period of 36 months, beginning with the first payroll period following the Termination Date. Notwithstanding the foregoing, if, on the Termination Date, you are not considered a “specified employee” ; (within the meaning of Section 409A (or any successor provisionsB) of the Code and the rules and regulations promulgated thereunder (“Section 409A”)), then the references to “Termination Date” in the preceding sentence shall be deemed to refer to the first business day following the expiration of the 60-day period described in paragraph 10(d)(iv) below. Payment payment of the Pro-Rata Bonus will be made in accordance with paragraph 3(b)(vi) hereof. Any ; (C) payment of the cash amount described in paragraph 10(d)(ii)j shall be made in a lump sum within 30 days after the Termination Date, and payment of the cash amount described in paragraph 10(d)(ii)k shall be made in a lump sum within 60 days after the Termination Date; and (D) any incremental plan benefits resulting from Employer’s application of the SERP Credit will be paid at the same time and in the same form as your plan benefits are scheduled to be paid under the terms of the SERP. Notwithstanding the foregoing, to the extent that any payments and benefits set forth in paragraph 10(d)(ii) constitute “deferred compensation” (within the meaning of Section 409A (or any successor provisions) of the Code and the rules and regulations promulgated thereunder (“Section 409A”)), then for purposes of this paragraph 10(d)(iii), the references to “Termination Date” in the preceding sentence shall be deemed to refer to the first business day following the expiration of the 60-day period described in paragraph 10(d)(iv)b below. Anything in this Agreement to the contrary notwithstanding, your entitlement to any portion of the Severance Payment that has not yet been paid and your right to receive future payments and benefits (including payments under paragraph 12, office and secretarial services) will cease if you materially breach any of the provisions set forth in paragraph 8(a), 8(b), 8(c) (but only with respect to a material breach involving strategic business or financial information) or 8(h) and after notice by Employer of such breach you fail to cure such breach within thirty (30) days following your receipt of such notice, assuming such breach is capable of cure. In the case of your material breach of any of the other provisions of paragraph 8, then in addition to any other rights or remedies Employer has under this Agreement or otherwise, nothing in this Agreement shall prevent Employer from seeking monetary damages and/or equitable relief in court. You may request from Employer at any time its view on whether a proposed activity or investment by you will breach the Non-Compete Covenant described in paragraph 8(a) and/or the Non-Solicit Covenant described in paragraph 8(b) by giving Employer written notice of the details of such activity or investment, and Employer will respond to your inquiry within ten (10) business days of its receipt of such notice. Employer’s view as conveyed to you that the proposed activity or investment will not breach the applicable provisions of paragraph 8(a) and/or 8(b) shall be binding on it to the extent that the activity or investment does not exceed what was described in the notice. Your giving notice shall not be deemed an admission by you that the proposed activity or investment would violate the applicable provisions of paragraph 8(a) and/or 8(b). Employer’s failure to respond with its view within ten (10) business days of its receipt of notice shall not constitute or be construed as an acknowledgment by Employer that the proposed activity or investment will not breach the provisions of paragraph 8(a) and/or 8(b), but such failure shall create an irrebuttable presumption that any breach arising from such activity or investment is capable of cure. For the avoidance of doubt, nothing in this paragraph 10(d)(iii), including the requirement that Employer give you a notice of a breach of paragraph 8(a) and/or 8(b), shall preclude Employer from seeking an immediate injunction or other equitable relief for any breach or threatened breach of provisions of paragraph 8.

Timing of Payments and Settlement. Subject to paragraphs 10(d)(iv) and (v), (A) the cash portion of each of your Accrued Compensation and Benefits and 50% scheduled to be paid in cash upon your termination of the Severance Payment employment shall be paid in a lump sum within 30 days after the Termination Date and the remaining 50% of the Severance Payment will be paid in accordance with the Company’s regular payroll practices, in equal installments, over a period of 36 months, beginning with the first payroll period following the Termination Date. Notwithstanding the foregoing, if, on the Termination Date, you are not considered a “specified employee” ; (within the meaning of Section 409A (or any successor provisionsB) of the Code and the rules and regulations promulgated thereunder (“Section 409A”)), then the references to “Termination Date” in the preceding sentence shall be deemed to refer to the first business day following the expiration of the 60-day period described in paragraph 10(d)(iv) below. Payment payment of the Pro-Rata Bonus will be made in accordance with paragraph 3(b)(vi) hereof. Any ; (C) payment of the cash amount described in paragraph 10(d)(ii)(j) shall be made in a lump sum within 30 days after the Termination Date, and payment of the cash amount described in paragraph 10(d)(ii)(k) (if any) shall be made in a lump sum within 60 days after the Termination Date; (D) all outstanding and unvested stock options, restricted stock and/or restricted stock units shall be treated as described in paragraphs 10(d)(ii)(d) and (e); and (E) any incremental plan benefits resulting from Employer’s application of the SERP Credit will be paid at the same time and in the same form as your plan benefits are scheduled to be paid under the terms of the SERP. Payment of the awards described in paragraph 10(d)(ii)(l) shall be made in accordance with the terms of Schedules A, B, C and D. Subject to paragraphs 10(d)(iv) and (v), 50% of the Severance Payment shall be paid in a lump sum within 30 days after the Termination Date, and the remaining 50% of the Severance Payment will be paid in equal installments in accordance with the Company’s regular payroll practices over a period of 36 months, beginning with the first payroll period following the Termination Date. Notwithstanding the foregoing, to the extent that any payments and benefits set forth in paragraph 10(d)(ii) constitute “deferred compensation” (within the meaning of Section 409A (or any successor provisions) of the Code and the rules and regulations promulgated thereunder (“Section 409A”)), then for purposes of this paragraph 10(d)(iii), the references to “Termination Date” in the preceding two sentences shall be deemed to refer to the first business day following the expiration of the 60-day period described in paragraph 10(d)(iv)(b) below. Anything in this Agreement to the contrary notwithstanding, your entitlement to any portion of the Severance Payment that has not yet been paid and your right to receive future payments and benefits (including payments under paragraph 12, office and secretarial services) will cease if you materially breach any of the provisions set forth in paragraph 8(a), 8(b), 8(c) (but only with respect to a material breach involving strategic business or financial information) or 8(h) and after notice by Employer of such breach you fail to cure such breach within thirty (30) days following your receipt of such notice, assuming such breach is capable of cure. In the case of your material breach of any of the other provisions of paragraph 8, then in addition to any other rights or remedies Employer has under this Agreement or otherwise, nothing in this Agreement shall prevent Employer from seeking monetary damages and/or equitable relief in court. You may request from Employer at any time its view on whether a proposed activity or investment by you will breach the Non-Compete Covenant described in paragraph 8(a) and/or the Non-Solicit Covenant described in paragraph 8(b) by giving Employer written notice of the details of such activity or investment, and Employer will respond to your inquiry within ten (10) business days of its receipt of such notice. Employer’s view as conveyed to you that the proposed activity or investment will not breach the applicable provisions of paragraph 8(a) and/or 8(b) shall be binding on it to the extent that the activity or investment does not exceed what was described in the notice. Your giving notice shall not be deemed an admission by you that the proposed activity or investment would violate the applicable provisions of paragraph 8(a) and/or 8(b). Employer’s failure to respond with its view within ten (10) business days of its receipt of notice shall not constitute or be construed as an acknowledgment by Employer that the proposed activity or investment will not breach the provisions of paragraph 8(a) and/or 8(b), but such failure shall create an irrebuttable presumption that any breach arising from such activity or investment is capable of cure. For the avoidance of doubt, nothing in this paragraph 10(d)(iii), including the requirement that Employer give you a notice of a breach of paragraph 8(a) and/or 8(b), shall preclude Employer from seeking an immediate injunction or other equitable relief for any breach or threatened breach of provisions of paragraph 8.