Common use of Without Cause by Employer; Material Breach by Employer; Non-Renewal by Employer Clause in Contracts

Without Cause by Employer; Material Breach by Employer; Non-Renewal by Employer. In the event that the Employment Term is terminated by Employer pursuant to Section 3.2.5 hereof or by Executive pursuant to Section 3.2.6 hereof, or is not renewed by Employer pursuant to Section 3.1 hereof, Employer shall pay to Executive severance in an amount equal to two (2) times his Base Amount (the “Severance Amount”). Executive shall retain all vested benefits granted pursuant to Section 2.3 hereof. For purposes hereof, “Base Amount” shall mean the sum of Executive’s Base Salary in effect on the Date of Termination, and if Executive’s termination is not a result of, in whole or in part, Executive’s performance in respect of his duties hereunder, the amount of Executive’s last annual cash bonus pursuant to Section 2.2 hereof. The Employer shall pay the Severance Amount in installments, and shall first determine the amount of each installment payment if the Severance Amount were paid in equal semimonthly installments for two (2) years (the “Installment Payment”) commencing on the forty-fifth (45th) day after the Date of Termination. The Employer shall then withhold and accumulate the Installment Payments payable beginning on the forty-fifth (45th) day after the Date of Termination through the end of the sixth (6th) month after the Date of Termination (the time period, the “Severance Holdback Period”) (the withheld payments, the “Severance Holdback Amounts”). The Employer shall pay the Severance Holdback Amounts in a single lump sum on the first (1st) day of the seventh (7th) month after the Date of Termination (the “Severance Delayed Payment Date”). The Severance Holdback Amounts paid to the Executive on the Severance Delayed Payment Date are to accrue interest from the date each Severance Holdback Amount would have been paid during the Severance Holdback Period absent the holdback requirement until the Severance Delayed Payment Date. The interest rate is the prime rate as published in The Wall Street Journal seven (7) days prior to the Severance Delayed Payment Date. The Employer shall pay the accrued interest on the Severance Delayed Payment Date. From the Severance Delayed Payment Date through the end of two (2) years after the forty-fifth (45th) day after the Date of Termination, the Employer shall pay the Installment Payments semimonthly. Payment of the Severance Amount is subject to Executive’s continued compliance with the terms of Section 4. The Employer shall also pay any annual bonus earned but unpaid as of the Date of Termination for any previously completed fiscal year in accordance with the terms of the bonus, and such employee benefits as to which Executive may be entitled under the employee benefit plans of the Employer.

Without Cause by Employer; Material Breach by Employer; Non-Renewal by Employer. In the event that the Employment Term is terminated by Employer pursuant to Section 3.2.5 hereof or by Executive pursuant to Section 3.2.6 hereof, or is not renewed by Employer pursuant to Section 3.1 hereof, Employer shall pay to Executive severance in an amount equal to two the product of one and a half (21.5) times his Base Amount (the “Severance Amount”). Executive shall retain all vested benefits granted pursuant to Section 2.3 hereof. For purposes hereof, “Base Amount” shall mean multiplied by the sum of Executive’s Base Salary in effect on the Date date of Terminationtermination, and if Executive’s termination is not a result of, in whole or in part, Executive’s performance in respect of his duties hereunder, the amount of Executive’s last annual cash bonus pursuant to Section 2.2 hereof (the “Severance Amount I”). If a termination described in the prior sentence occurs within two (2) years after a Change of Control (as defined in Section 3.3.7(d) hereof), the Employer shall pay to Executive severance in an amount equal to the product of two (2) multiplied by the sum of Executive’s Base Salary in effect on the date of termination, and if Executive’s termination is not a result of, in whole or in part, Executive’s performance in respect of his duties hereunder, the amount of Executive’s last annual cash bonus pursuant to Section 2.2 hereof (the “Severance Amount II”). The Employer shall pay the Severance Amount I in installments, and shall first determine the amount of each installment payment if the Severance Amount I were paid in equal semimonthly installments for eighteen (18) months (the “Installment Payment I”) commencing on the forty-fifth (45th) day after the date of termination. The Employer shall pay the Severance Amount II in installments, and shall first determine the amount of each installment if the Severance Amount II were paid in equal semimonthly installments for two (2) years (the “Installment PaymentPayment II”) commencing on the forty-fifth (45th) day after the Date date of Terminationtermination. The Employer shall then withhold and accumulate the Installment Payments I and the Installment Payments II payable beginning on the forty-fifth (45th) day after the Date date of Termination termination through the end of the sixth (6th) month after the Date date of Termination termination (the time period, the “Severance Holdback Period”) (the withheld payments, the “Severance Holdback Amounts”). The Employer shall pay the Severance Holdback Amounts in a single lump sum on the first (1st) day of the seventh (7th) month after the Date date of Termination termination (the “Severance Delayed Payment Date”). The Severance Holdback Amounts paid to the Executive on the Severance Delayed Payment Date are to accrue interest from the date each Severance Holdback Amount would have been paid during the Severance Holdback Period absent the holdback requirement until the Severance Delayed Payment Date. The interest rate is the prime rate as published in The Wall Street Journal seven (7) days prior to the Severance Delayed Payment Date. The Employer shall pay the accrued interest on the Severance Delayed Payment Date. From the Severance Delayed Payment Date through the end of two eighteen (218) years months after the forty-fifth (45th) day after the Date date of Terminationtermination, the Employer shall pay the Installment Payments I semimonthly. From the Severance Delayed Payment Date through the end of two (2) years after the forty-fifth day after the date of termination, the Employer shall pay the Installment Payments II semimonthly. Payment of the each applicable Severance Amount is subject to Executive’s continued compliance with the terms of Section 4. The Employer shall also pay any annual bonus earned but unpaid as of the Date of Termination for any previously completed fiscal year in accordance with the terms of the bonus, and such employee benefits as to which Executive may be entitled under the employee benefit plans of the Employer.

Without Cause by Employer; Material Breach by Employer; Non-Renewal by Employer. In the event that the Employment Term is terminated by Employer pursuant to Section 3.2.5 hereof or by Executive pursuant to Section 3.2.6 hereof, or is not renewed by Employer pursuant to Section 3.1 hereof, Employer shall pay to Executive severance in an amount equal to two (2) times his Base Amount (the “Severance Amount”). Executive shall retain all vested benefits granted pursuant to Section 2.3 hereof. For purposes hereof, “Base Amount” shall mean the sum of Executive’s Base Salary in effect on the Date of Termination, and if Executive’s termination is not a result of, in whole or in part, Executive’s performance in respect of his duties hereunder, the amount of Executive’s last annual cash bonus pursuant to Section 2.2 hereof2.3 hereof (the “Severance Amount”). The Employer shall pay the Severance Amount in installments, and shall first determine the amount of each installment payment if the Severance Amount were paid in equal semimonthly installments for two (2) years (the “Installment Payment”) commencing on the forty-fifth (45th) day after the Date of Termination. The Employer shall then withhold and accumulate the Installment Payments payable beginning on the forty-fifth (45th) day after the Date of Termination through the end of the sixth (6th) month after the Date of Termination Terminaton (the time period, the “Severance Holdback Period”) (the withheld payments, the “Severance Holdback Amounts”). The Employer shall pay the Severance Holdback Amounts in a single lump sum on the first (1st) day of the seventh (7th) month after the Date of Termination (the “Severance Delayed Payment Date”). The Severance Holdback Amounts paid to the Executive on the Severance Delayed Payment Date are to accrue interest from the date each Severance Holdback Amount would have been paid during the Severance Holdback Period absent the holdback requirement until the Severance Delayed Payment Date. The interest rate is the prime rate as published in The Wall Street Journal seven (7) days prior to the Severance Delayed Payment Date. The Employer shall pay the accrued interest on the Severance Delayed Payment Date. From the Severance Delayed Payment Date through the end of two (2) years after the forty-fifth (45th) day after the Date of Termination, the Employer shall pay the Installment Payments semimonthly. Payment of the Severance Amount is subject to Executive’s continued compliance with the terms of Section 4. The Employer shall also pay any annual bonus earned but unpaid as of the Date of Termination for any previously completed fiscal year in accordance with the terms of the bonus, and such employee benefits as to which Executive may be entitled under the employee benefit plans of the Employer.

Without Cause by Employer; Material Breach by Employer; Non-Renewal by Employer. In the event that the Employment Term is terminated by Employer pursuant to Section 3.2.5 hereof or by Executive pursuant to Section 3.2.6 hereof, or is not renewed by Employer pursuant to Section 3.1 hereof, Employer shall pay Executive severance in the amount of Executive’s Base Salary in effect on the date of termination (the “Severance Amount I”). If a termination as described in the prior sentence occurs within two (2) years after a Change of Control (as defined in Section 3.3.6(d) hereof), the Employer shall pay to Executive severance in an amount equal to the product of two (2) times his Base Amount (the “Severance Amount”). Executive shall retain all vested benefits granted pursuant to Section 2.3 hereof. For purposes hereof, “Base Amount” shall mean multiplied by the sum of Executive’s Base Salary in effect on the Date date of Terminationtermination, and if Executive’s termination is not a result of, in whole or in part, Executive’s performance in respect of his duties hereunder, the amount of Executive’s last annual cash bonus pursuant to Section 2.2 hereofhereof (the “Severance Amount II”). The Employer shall pay the Severance Amount I in installments, and shall first determine the amount of each installment payment if the Severance Amount I were paid in equal semimonthly installments for twelve (12) months (the “Installment Payment I”) commencing on the forty-fifth (45th) day after the date of termination. The Employer shall pay the Severance Amount II in installments, and shall first determine the amount of each installment if the Severance Amount II were paid in equal semimonthly installments for two (2) years (the “Installment PaymentPayment II”) commencing on the forty-fifth (45th) day after the Date date of Terminationtermination. The Employer shall then withhold and accumulate the Installment Payments payable beginning on From the forty-fifth (45th) day after the Date date of Termination termination through the end of the sixth (6th) month after the Date date of Termination termination, the Employer shall pay in equal semimonthly installments an amount equal to two (2) times the time periodlesser of (a) the sum of the Executive’s annualized compensation based on the annual rate of pay for services provided to the Employer for the calendar year preceding the calendar year in which the Executive has a termination of employment (adjusted for any increase during that year that was expected to continue indefinitely if the Executive did not have a termination of employment, and (b) the maximum amount that may be taken into account under a qualified plan under Code Section 401(a)(17) for the year in which the Executive has a termination of employment (each payment, the “Severance Holdback Period”) (the withheld payments, the “Severance Holdback AmountsInitial Installment Payment”). The Employer amount of each Initial Installment Payment shall pay not exceed the Severance Holdback Amounts in a single lump sum amount of each Installment Payment I or Installment Payment II, as applicable. The excess, if any, of Installment Payment I or Installment Payment II, as applicable, over each Initial Installment Payment shall be accumulated and paid on the first (1st) day of the seventh (7th) month after the Date date of Termination termination (the “Severance Delayed Payment Date”). The Severance Holdback Amounts paid to the Executive on the Severance Delayed Payment Date are to accrue interest In addition, from the first (1st) day of the seventh (7th) month after the date each Severance Holdback Amount would have been paid during of termination through the Severance Holdback Period absent end of twelve (12) months after the holdback requirement until forty-fifth (45th) day after the Severance Delayed Payment Date. The interest rate is date of termination, the prime rate as published in The Wall Street Journal seven (7) days prior to the Severance Delayed Payment Date. The Employer shall pay the accrued interest on the Severance Delayed Payment DateInstallment Payments I semimonthly. From the Severance Delayed Payment Date through the end of two (2) years after the forty-fifth (45th) day after the Date date of Terminationtermination, the Employer shall pay the Installment Payments II semimonthly. Payment of the Severance Amount I or Severance Amount II, as applicable, is subject to Executive’s continued compliance with the terms of Section 4. The Employer shall also pay any annual bonus earned but unpaid as of the Date date of Termination termination for any previously completed fiscal year in accordance with the terms of the bonus, and such employee benefits as to which Executive may be entitled under the employee benefit plans of the Employer.

Without Cause by Employer; Material Breach by Employer; Non-Renewal by Employer. In the event that the Employment Term is terminated by Employer pursuant to Section 3.2.5 hereof or by Executive pursuant to Section 3.2.6 hereof, or is not renewed by Employer pursuant to Section 3.1 hereof, Employer shall pay to Executive severance in an amount equal to two (2) times his Base Amount (the “Severance Amount”). , and Executive shall retain all vested benefits granted pursuant to Section 2.3 2.4 hereof. For purposes hereof, “Base Amount” shall mean the sum of Executive’s Base Salary in effect on the Date of Termination, and if Executive’s termination is not a result of, in whole or in part, Executive’s performance in respect of his duties hereunder, the amount of Executive’s last annual cash bonus pursuant to Section 2.2 hereof. The Employer shall pay the Severance Amount in installments, and shall first determine the amount of each installment payment if the Severance Amount were paid in equal semimonthly installments for two (2) years (the “Installment Payment”) commencing on the forty-fifth (45th) day after the Date of Termination. The Employer shall then withhold and accumulate the Installment Payments payable beginning on the forty-fifth (45th) day after the Date of Termination through the end of the sixth (6th) month after the Date of Termination (the time period, the “Severance Holdback Period”) (the withheld payments, the “Severance Holdback Amounts”). The Employer shall pay the Severance Holdback Amounts in a single lump sum on the first (1st) day of the seventh (7th) month after the Date of Termination (the “Severance Delayed Payment Date”). The Severance Holdback Amounts paid to the Executive on the Severance Delayed Payment Date are to accrue interest from the date each Severance Holdback Amount would have been paid during the Severance Holdback Period absent the holdback requirement until the Severance Delayed Payment Date. The interest rate is the prime rate as published in The Wall Street Journal seven (7) days prior to the Severance Delayed Payment Date. The Employer shall pay the accrued interest on the Severance Delayed Payment Date. From the Severance Delayed Payment Date through the end of two (2) years after the forty-fifth (45th) day after the Date of Termination, the Employer shall pay the Installment Payments semimonthly. Payment of the Severance Amount is subject to Executive’s continued compliance with the terms of Section 4. The Employer shall also pay any annual bonus earned but unpaid as of the Date of Termination for any previously completed fiscal year in accordance with the terms of the bonus, and such employee benefits as to which Executive may be entitled under the employee benefit plans of the Employer.

Without Cause by Employer; Material Breach by Employer; Non-Renewal by Employer. In the event that the Employment Term is terminated by Employer pursuant to Section 3.2.5 hereof or by Executive pursuant to Section 3.2.6 hereof, or is not renewed by Employer pursuant to Section 3.1 hereof, Employer shall pay to Executive severance in an amount equal to two (2) times his Base Amount (the “Severance Amount”). Executive shall retain all vested benefits granted pursuant to Section 2.3 hereof. For purposes hereof, “Base Amount” shall mean the sum of Executive’s Base Salary in effect on the Date of Termination, and if Executive’s termination is not a result of, in whole or in part, Executive’s performance in respect of his duties hereunder, the amount of Executive’s last annual cash bonus pursuant to Section 2.2 hereofhereof (the “Severance Amount”). The Employer shall pay the Severance Amount in installments, and shall first determine the amount of each installment payment if the Severance Amount were paid in equal semimonthly installments for two (2) years (the “Installment Payment”) commencing on the forty-fifth (45th) day after the Date of Termination. The Employer shall then withhold and accumulate the Installment Payments payable beginning on the forty-fifth (45th) day after the Date of Termination through the end of the sixth (6th) month after the Date of Termination (the time period, the “Severance Holdback Period”) (the withheld payments, the “Severance Holdback Amounts”). The Employer shall pay the Severance Holdback Amounts in a single lump sum on the first (1st) day of the seventh (7th) month after the Date of Termination (the “Severance Delayed Payment Date”). The Severance Holdback Amounts paid to the Executive on the Severance Delayed Payment Date are to accrue interest from the date each Severance Holdback Amount would have been paid during the Severance Holdback Period absent the holdback requirement until the Severance Delayed Payment Date. The interest rate is the prime rate as published in The Wall Street Journal seven (7) days prior to the Severance Delayed Payment Date. The Employer shall pay the accrued interest on the Severance Delayed Payment Date. From the Severance Delayed Payment Date through the end of two (2) years after the forty-fifth (45th) day after the Date of Termination, the Employer shall pay the Installment Payments semimonthly. Payment of the Severance Amount is subject to Executive’s continued compliance with the terms of Section 4. The Employer shall also pay any annual bonus earned but unpaid as of the Date of Termination for any previously completed fiscal year in accordance with the terms of the bonus, and such employee benefits as to which Executive may be entitled under the employee benefit plans of the Employer.

Without Cause by Employer; Material Breach by Employer; Non-Renewal by Employer. In the event that the Employment Term is terminated by Employer pursuant to Section 3.2.5 hereof or by Executive pursuant to Section 3.2.6 hereof, or is not renewed by Employer pursuant to Section 3.1 hereof, Employer shall pay to Executive severance in an amount equal to two (2) times his her Base Amount (the “Severance Amount”). , and Executive shall retain all vested benefits granted pursuant to Section 2.3 2.4 hereof. For purposes hereof, “Base Amount” shall mean the sum of Executive’s Base Salary in effect on the Date of Termination, and if Executive’s termination is not a result of, in whole or in part, Executive’s performance in respect of his her duties hereunder, the amount of Executive’s last annual cash bonus pursuant to Section 2.2 hereof. The Employer shall pay the Severance Amount in installments, and shall first determine the amount of each installment payment if the Severance Amount were paid in equal semimonthly installments for two (2) years (the “Installment Payment”) commencing on the forty-fifth (45th) day after the Date of Termination. The Employer shall then withhold and accumulate the Installment Payments payable beginning on the forty-fifth (45th) day after the Date of Termination through the end of the sixth (6th) month after the Date of Termination (the time period, the “Severance Holdback Period”) (the withheld payments, the “Severance Holdback Amounts”). The Employer shall pay the Severance Holdback Amounts in a single lump sum on the first (1st) day of the seventh (7th) month after the Date of Termination (the “Severance Delayed Payment Date”). The Severance Holdback Amounts paid to the Executive on the Severance Delayed Payment Date are to accrue interest from the date each Severance Holdback Amount would have been paid during the Severance Holdback Period absent the holdback requirement until the Severance Delayed Payment Date. The interest rate is the prime rate as published in The Wall Street Journal seven (7) days prior to the Severance Delayed Payment Date. The Employer shall pay the accrued interest on the Severance Delayed Payment Date. From the Severance Delayed Payment Date through the end of two (2) years after the forty-fifth (45th) day after the Date of Termination, the Employer shall pay the Installment Payments semimonthly. Payment of the Severance Amount is subject to Executive’s continued compliance with the terms of Section 4. The Employer shall also pay any annual bonus earned but unpaid as of the Date of Termination for any previously completed fiscal year in accordance with the terms of the bonus, and such employee benefits as to which Executive may be entitled under the employee benefit plans of the Employer.

Without Cause by Employer; Material Breach by Employer; Non-Renewal by Employer. In the event that the Employment Term is terminated by Employer pursuant to Section 3.2.5 hereof or by Executive pursuant to Section 3.2.6 hereof, or is not renewed by Employer pursuant to Section 3.1 hereof, Employer shall pay to Executive severance in an amount equal to two (2) times his Base Amount (the “Severance Amount”). Executive shall retain all vested benefits granted pursuant to Section 2.3 hereof. For purposes hereof, “Base Amount” shall mean the sum of Executive’s the Base Salary in effect on the Date of Termination, and if Executive’s termination is not a result of, in whole or in part, Executive’s performance in respect of his duties hereunder, the amount of Executive’s 's last annual cash bonus pursuant to Section 2.2 hereof (the “Severance Amount”). The Executive shall retain all vested benefits granted pursuant to Sections 2.3 and 2.4 hereof. The Employer shall pay the Severance Amount in installments, and shall first determine the amount of each installment payment if the Severance Amount were paid in equal semimonthly installments for two (2) years (the “Installment Payment”) commencing on the forty-fifth (45th) day after the Date of Termination. The Employer shall then withhold and accumulate the Installment Payments payable beginning on the forty-fifth (45th) day after the Date of Termination through the end of the sixth (6th) month after the Date of Termination (the time period, the “Severance Holdback Period”) (the withheld payments, the “Severance Holdback Amounts”). The Employer shall pay the Severance Holdback Amounts in a single lump sum on the first (1st) day of the seventh (7th) month after the Date of Termination (the “Severance Delayed Payment Date”). The Severance Holdback Amounts paid to the Executive on the Severance Delayed Payment Date are to accrue interest from the date each Severance Holdback Amount would have been paid during the Severance Holdback Period absent the holdback requirement until the Severance Delayed Payment Date. The interest rate is the prime rate as published in The Wall Street Journal seven (7) days prior to the Severance Delayed Payment Date. The Employer shall pay the accrued interest on the Severance Delayed Payment Date. From the Severance Delayed Payment Date through the end of two (2) years after the forty-fifth (45th) day after the Date of Termination, the Employer shall pay the Installment Payments semimonthly. Payment of the Severance Amount is subject to Executive’s continued compliance with the terms of Section 4. The Employer shall also pay any annual bonus earned but unpaid as of the Date of Termination for any previously completed fiscal year in accordance with the terms of the bonus, and such employee benefits as to which Executive may be entitled under the employee benefit plans of the Employer.