Definition of Accrued Obligations For purposes of this Agreement, “Accrued Obligations” means: (i) the portion of Executive’s Base Salary that has accrued prior to any termination of Executive’s employment with Company and has not yet been paid; and (ii) the amount of any expenses properly incurred by Executive on behalf of Company prior to any such termination and not yet reimbursed. Executive’s entitlement to any other compensation or benefit under any plan of Company shall be governed by and determined in accordance with the terms of such plans, except as otherwise specified in this Agreement.
Accrued Obligations Expiration or termination of this Agreement for any reason shall not release either Party from any obligation or liability which, at the time of such expiration or termination, has already accrued to the other Party or which is attributable to a period prior to such expiration or termination.
Accrued Compensation On any termination of the Executive’s employment with the Company Group, the Executive will be entitled to receive all accrued but unpaid vacation, expense reimbursements, wages, and other benefits due to the Executive under any Company-provided plans, policies, and arrangements.
Accrued Amounts The Company shall pay to the Executive all other amounts accrued or earned by the Executive through the Termination Date and amounts otherwise owing under the then existing plans and policies of the Company, including but not limited to all amounts of compensation previously deferred by the Executive (together with any accrued interest thereon) and not yet paid by the Company, and any accrued vacation pay not yet paid by the Company.
Payment of accrued default interest Subject to the other provisions of this Agreement, any interest due under this Clause shall be paid on the last day of the period by reference to which it was determined; and the payment shall be made to the Agent for the account of the Creditor Party to which the overdue amount is due.
Accrued Rights Termination or expiration of this Agreement for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration. Such termination or expiration shall not relieve a Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement.
Accrued 100% sick leave The use of sick leave under this subsection is at the employee's discretion.
Accrued Salary On the Separation Date, the Company will pay you all accrued salary earned through the Separation Date, subject to standard payroll deductions and withholdings. You will receive these payments regardless of whether or not you sign this Agreement.
Termination Payments and Benefits If during a Change in Control Period, as defined in Section 8, the Employment Period of the Executive shall terminate other than by reason of a Nonqualifying Termination, as defined in Section 8, then the Company shall pay or provide to the Executive (or his executor, administrator or other legal representative, as the case may be) within 30 days following the Termination Date, as compensation for services rendered to the Company and in lieu of any severance amounts which otherwise would be payable to the Executive, the following amounts:
(i) the Company shall pay to the Executive a lump sum cash amount equal to the sum of (A) the Executive's Base Compensation, accrued vacation pay and reimbursable expenses incurred through the Termination Date, in each case to the extent not theretofore paid, (B) the Executive's annual bonus in an amount equal to the annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus payable to the Executive by the Company for the fiscal year in which the Termination Date occurs (determined at the higher of the target or actual level of performance for such year), multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the termination occurs prior to the Termination Date and the denominator of which is 365 or 366, as applicable, (C) three times the Executive's highest annual rate of Base Compensation during the three full fiscal years prior to the Termination Date, (D) three times the greater of (I) the Executive's highest annual bonus payable during the three full fiscal years prior to the Termination Date and (II) the target bonus payable for the year in which the Termination Date occurs and (E) all accruals under the Zenith Electronics Corporation Supplemental Salaried Profit Sharing Retirement Plan; (ii) for a period of three years commencing on the Termination Date, or until such earlier date on which the Executive becomes covered under similar plans maintained by a subsequent employer, the Company shall continue to provide the Executive and his dependents with coverage, or shall provide substantially equivalent coverage, under all welfare benefit plans or arrangements (including group medical and dental, health and accident, long-term disability, short-term disability, group life insurance and executive insurance programs) with the same level of coverage, upon the same terms and otherwise to the same extent as such plans or arrangements shall have been in effect immediately prior to the Termination Date or, if more favorable to the Executive, as provided generally with respect to other peer executives of the Company. If the Company cannot provide such continued coverage or substantially equivalent coverage, the Company shall pay the Executive a lump sum cash amount equal to the present value of such coverage; and
(iii) the Company shall provide outplacement services appropriate for the Executive in accordance with industry standards (which shall not exceed 15% of the Executive's Base Compensation).
Severance Amount If the Company is required to pay Executive severance by the express terms of Section 7(a) or 7(b), the Company shall pay Executive the following as severance:
(1) Executive's Base Salary at the highest rate in effect prior to the Termination Date as salary continuation for a period of eighteen months commencing on the date on which Executive's employment with the Company is terminated (the "TERMINATION DATE") (the "SEVERANCE PERIOD"), payable in equal monthly installments pursuant to the Company's customary payroll practices for executive salaries; provided, however, that, at the option of the Company, the amounts payable under this Section 7(c) may be paid by the Company in one lump sum.
(2) Executive, Executive's spouse, and Executive's dependents will continue to be eligible for coverage under the Company's group health plan or any successor plan on the same basis as active executive employees of the Company, their spouses, and their dependents for the duration of the Severance Period. If and when group health coverage under another employer's plan is made available to Executive, Executive's spouse, or Executive's dependents, the Company's obligations under this paragraph will cease with respect to each person to whom such coverage is made available, notwithstanding that such person may not in fact become covered under such other employer's plan. Executive's portion of the premium for such coverage shall be withheld from the salary continuation payments described in paragraph (1) immediately above or, if salary continuation has been paid in a lump sum, Executive shall reimburse the Company for Executive's portion of the premium on a monthly basis.
(3) An amount equal to the sum of amounts paid or payable to Executive as bonuses by the Company for the year prior to the year in which the Termination Date occurs. This amount will be payable in one lump sum, to Executive within 30 days after the end of the Severance Period.
(4) Executive shall become 100% vested in all of the shares of restricted stock granted to Executive under the Mariner Energy, Inc. Equity Participation Plan to the extent Executive is less than 100% vested in such shares as of the Termination Date.
(5) Executive shall become 50% vested in all of the rights and interests granted to Executive under the Company's stock and other equity plans (other than the Mariner Energy, Inc. Equity Participation Plan), including without limitation any stock options, restricted stock, restricted stock units, performance units, and/or performance shares to the extent Executive is less than 50% vested in such award as of the Termination Date.
(6) Notwithstanding any other provision hereof, if the Company incurs an obligation to pay severance under this Section 7(c) in connection with the termination of Executive's employment after the consummation of an initial public offering by the Company, then, subject to Section 7(h), Executive shall be entitled to receive the amounts specified in Section 8(a) in lieu of the amounts specified in Sections 7(c)(1) and 7(c)(3).
(7) Payments under this Section 7(c) shall be in lieu of any severance benefits otherwise due to Executive under any severance pay plan or program maintained by the Company that covers its employees or executives generally. If Executive receives payment under Section 8(a), payments otherwise payable under Section 7(c)(1) shall terminate.