Common use of Xxxxxxxxx Benefits Clause in Contracts

Xxxxxxxxx Benefits. In the event Employee’s employment is terminated by Employer without Cause or by Employee for Good Reason, then Employee shall be entitled to receive the following benefits (collectively, the “Severance Benefits”): (i) an amount equal to Employee’s then-current Base Salary, payable in 12 equal monthly installments following the Separation Date; (ii) an amount equal to 50% of Employee’s Annual Bonus for the performance year immediately preceding the year of the Separation Date, payable in 12 equal monthly installments following the Separation Date; (iii) a prorated share (based on the amount of days employed during the applicable performance year) of the Employee’s Annual Bonus for the year of the Separation Date, based on actual performance for the year and payable when such Annual Bonus would have otherwise been payable (but no later than March 15 of the year immediately following the year of the Separation Date); (iv) continued health, welfare and retirement benefits according to the same terms and conditions to which Employee would have been entitled for 12 months following the Separation Date; and (v) continued automobile allowances (as set forth in Section 4) for one automobile, including reimbursement for fuel and routine maintenance costs, for 12 months following the Separation Date. The Severance Benefits are contingent on Employee’s compliance with Section 7 and Employee entering into a separation and release of claims agreement in a form substantially consistent with Exhibit A (the “Release”), and which Release must become irrevocable within 60 days following the Separation Date. Employer will provide Employee with the Severance Benefits, as applicable, in accordance with Employer’s regular payroll practices, on or commencing on the first payroll period and paid monthly thereafter following the date the Release becomes irrevocable. To the extent that any of the benefits provided under this Section 6f constitutes “non-qualified deferred compensation” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), any payment of any amount or provision of any benefit otherwise scheduled to occur prior to the 60th day following the Separation Date, but for the condition on executing the Release, shall not be made until the first regularly scheduled payroll date following such 60th day, after which any remaining benefits shall thereafter be provided to Employee according to the applicable schedule set forth herein. For the sake of clarity, in the event of any termination of Employee’s employment for a reason other than Cause or for Good Reason, the Employee will be entitled solely to the Accrued Obligations.

Xxxxxxxxx Benefits. In Prior to a Change in Control, if the event EmployeeCompany terminates the Executive’s employment is terminated by Employer without Cause for any reason other than Long-Term Disability or by Employee Cause, or if the Executive resigns for Good Reason, then Employee subject to Section 6(h), the Executive shall be entitled to receive the following benefits (collectively, the “Severance Benefits”): (i) to: x. Xxxxxxxxx payments in an aggregate amount equal to Employeethe sum of: (A) one and one-half (1.5) times Executive’s then-current Base Salary, payable Salary (disregarding any reduction in 12 equal monthly installments following the Separation Datesalary made in contemplation of such termination of employment); (iiB) an amount equal to 50% of Employeeone and one-half (1.5) times the Company’s Annual Bonus for the performance year immediately preceding the year profit-sharing, 401(k) match and other Company contributions made on behalf of the Separation DateExecutive to the Company’s tax-qualified and nonqualified defined contribution plans during the twelve (12) month period prior to the date of termination; and (C) such amount, payable if any, as may be determined by the Chief Executive Officer in 12 equal monthly installments following the Separation Date; (iii) a prorated share (his/ her sole discretion based on the amount Executive’s Target Annual Bonus under the BPP (“Total Severance Payment”). If the Total Severance Payment becomes due to the Executive under this Agreement, subject to Section 7 including Section 7(h), such payment shall be made in equal installments, in accordance with the Company’s regular payroll practices and procedures, as if it were to be paid over the eighteen (18) month period following the date of days employed during the applicable performance year) Executive’s separation from service; provided, however, that all unpaid portions of the Employee’s Annual Bonus for Total Severance Payment shall be distributed to the year of Executive in a lump sum on the Separation Date, based on actual performance for the year and payable when such Annual Bonus would have otherwise been payable (but no later than payroll date immediately preceding March 15 of the calendar year immediately following the calendar year in which the date of termination occurs. ii. If such termination occurs prior to the payment of the Separation DateExecutive’s Annual Bonus payable with respect to the immediately preceding calendar year, payment of such Annual Bonus for such period, in the amount, and at such time, as he would otherwise have been entitled under the terms of the BPP had his/her employment not terminated. iii. All outstanding stock options, stock appreciation rights, restricted stock units, restricted shares and other equity-based awards (the “Equity Incentives”) held by the Executive shall be governed by the terms and conditions of the equity compensation plans and award agreements pursuant to which they were granted. iv. The Executive shall be entitled to Company-provided continuation of medical, dental, vision and prescription coverage, but not Long-Term Disability coverage (the “Benefits”) (on either an insured or a self-insured basis, in the sole discretion of the Company) for the Executive and his/her “Eligible Dependents” (as determined under the terms of the Company’s health and welfare benefit plans in effect as of the date of termination); (iv) continued health, welfare and retirement benefits according to on substantially the same terms of such coverage as are in existence immediately prior to the Executive’s date of termination (subject to commercial availability of such coverage), until the earlier of: (A) the date on which the Executive becomes eligible to be covered under Medicare or another employer’s group health plan; or (B) the eighteen (18) month anniversary of the Executive’s date of termination; provided, however, that such coverage shall run concurrently with any coverage available to the Executive and conditions to which Employee would have been entitled for 12 months following the Separation Datehis/her Eligible Dependents under COBRA; and (v) continued automobile allowances (as set forth in Section 4) provided further, however, that the Executive shall immediately notify the Company if s/he or his/her Eligible Dependents become covered under Medicare or another employer’s group health plan, at which time the Company’s provision of medical coverage for one automobile, including reimbursement for fuel and routine maintenance costs, for 12 months following the Separation Date. The Severance Benefits are contingent on Employee’s compliance with Section 7 and Employee entering into a separation and release of claims agreement in a form substantially consistent with Exhibit A (the “Release”), and which Release must become irrevocable within 60 days following the Separation Date. Employer will provide Employee with the Severance BenefitsExecutive and/or his/her Eligible Dependents, as applicable, in accordance with Employer’s regular payroll practices, on or commencing on the first payroll period and paid monthly thereafter following the date the Release becomes irrevocablewill cease. To the extent that any of the benefits provided under this Section 6f constitutes “non-qualified deferred compensation” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), any payment of any amount or provision of any benefit otherwise scheduled to occur prior to the 60th day following the Separation Date, but for the condition on executing the Release, The Executive shall not be made until the first regularly scheduled payroll date following such 60th day, after which entitled to any remaining benefits shall thereafter be other perquisites (except as otherwise explicitly provided to Employee according to in the applicable schedule set forth herein. For the sake of clarity, perquisite plan or policy or in the event of any termination of Employee’s employment for a reason other than Cause or for Good Reason, the Employee will be entitled solely to the Accrued Obligationsthis Agreement).

Xxxxxxxxx Benefits. In As consideration for executing this Agreement, the event Employee’s employment is terminated by Employer without Cause or by Company shall provide to Employee for Good Reasona "Severance Benefit" equal to Five-Hundred-Fifteen Thousand and no/100 Dollars ($515,000.00), then Employee less applicable withholdings. The Severance Benefit shall be entitled to receive payable over a twelve (12) month period beginning after the following benefits Termination Date and payable in the form of substantially equal monthly payments made over this twelve (collectively12) month period. The initial payment shall be made on the Company’s first regular pay date following, and subject to, the “Severance Benefits”): occurrence of all of the following: (i) an amount equal to Employee’s then-current Base Salarytermination of employment, payable in 12 equal monthly installments following the Separation Date; (ii) an amount equal to 50% his execution of Employee’s Annual Bonus for the performance year immediately preceding the year of the Separation Datethis Agreement, payable in 12 equal monthly installments following the Separation Date; and (iii) a prorated share (based on the amount of days employed during the applicable performance year) expiration of the Employee’s Annual Bonus revocation period described in Paragraph 3.g. without Employee having revoked this Agreement. No Severance Benefit shall be paid if Employee fails to execute this Agreement or executes the Agreement and subsequently revokes the Agreement. Any subsequent payments of the Severance Benefit shall be made pursuant to a fixed schedule of the regular payroll practices of the Company. As further consideration for executing and not revoking this Agreement, if Employee elects COBRA continuation coverage, then for the year duration of the Separation Datetwelve (12) month severance period, based on actual performance Employee may pay a reduced COBRA premium equal to the payroll deduction contribution for Health Care Coverage then being paid each month, as that contribution is established from time to time, by actively employed employees of the Employer. After the period during which Employee is entitled to continue COBRA coverage by paying this reduced premium and if Employee elects to continue COBRA coverage beyond that period, Employee may do so by payment of the normal, full COBRA premium for the year and payable when such Annual Bonus would have otherwise been payable (but no later than March 15 of the year immediately following the year of the Separation Date); (iv) continued health, welfare and retirement benefits according to the same terms and conditions to which Employee would have been entitled for 12 months following the Separation Date; and (v) continued automobile allowances (as set forth in Section 4) for one automobile, including reimbursement for fuel and routine maintenance costs, for 12 months following the Separation Date. The Severance Benefits are contingent on Employee’s compliance with Section 7 and Employee entering into a separation and release of claims agreement in a form substantially consistent with Exhibit A (the “Release”), and which Release must become irrevocable within 60 days following the Separation Date. Employer will provide Employee with the Severance Benefits, as applicable, in accordance with Employer’s regular payroll practices, on or commencing on the first payroll period and paid monthly thereafter following the date the Release becomes irrevocable. To the extent that any of the benefits provided under this Section 6f constitutes “non-qualified deferred compensation” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), any payment remainder of any amount or provision of any benefit otherwise scheduled to occur prior to the 60th day following the Separation Date, but for the condition on executing the Release, shall not be made until the first regularly scheduled payroll date following such 60th day, after which any remaining benefits shall thereafter be provided to Employee according to the applicable schedule set forth herein. For the sake of clarity, in the event of any termination of Employee’s employment for a reason other than Cause or for Good Reason, the Employee will be entitled solely to the Accrued Obligationscoverage continuation entitlement thereafter.

Xxxxxxxxx Benefits. In the event Employee’s employment is terminated by Employer without Cause or by Employee for Good Reason, then Employee shall be entitled to receive the following benefits (collectively, the “Severance Benefits”): (i) an amount equal to two times Employee’s then-current Base Salary, payable in 12 24 equal monthly installments following the Separation Date; (ii) an amount equal to 50% of Employee’s Annual Bonus for the performance year immediately preceding the year of the Separation Date, payable in 12 equal monthly installments following the Separation Date; (iii) a prorated share (based on the amount of days employed during the applicable performance year) of the Employee’s Annual Bonus for the year of the Separation Date, based on actual performance for the year and payable when such Annual Bonus would have otherwise been payable (but no later than March 15 of the year immediately following the year of the Separation Date); (iv) continued health, welfare and retirement benefits according to the same terms and conditions to which Employee would have been entitled for 12 24 months following the Separation Date; and (v) continued automobile allowances (as set forth in Section 4) for one automobile, including reimbursement for fuel and routine maintenance costs, for 12 24 months following the Separation Date; and (vi) each of Employee’s stock options and restricted stock or restricted stock unit awards granted under the Incentive Plan (as defined below) during the Employment Term shall continue to be eligible to vest for 24 months following the Separation Date in accordance with their terms. The Severance Benefits are contingent on Employee’s compliance with Section 7 and Employee entering into a separation and release of claims agreement in a form substantially consistent with Exhibit A (the “Release”), and which Release must become irrevocable within 60 days following the Separation Date. Employer will provide Employee with the Severance Benefits, as applicable, in accordance with Employer’s regular payroll practices, on or commencing on the first payroll period and paid monthly thereafter following the date the Release becomes irrevocable. To the extent that any of the benefits provided under this Section 6f constitutes “non-qualified deferred compensation” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), any payment of any amount or provision of any benefit otherwise scheduled to occur prior to the 60th day following the Separation Date, but for the condition on executing the Release, shall not be made until the first regularly scheduled payroll date following such 60th day, after which any remaining benefits shall thereafter be provided to Employee according to the applicable schedule set forth herein. For the sake of clarity, in the event of any termination of Employee’s employment for a reason other than Cause or for Good Reason, the Employee will be entitled solely to the Accrued Obligations.

Xxxxxxxxx Benefits. In the event EmployeeIf Executive’s employment is terminated by Employer the Company without Cause or by Employee as a result of Executive’s resignation for Good ReasonReason or Executive’s death or Disability (each a “Covered Termination”), then Employee Executive (or Executive’s estate, as applicable) shall be entitled eligible to receive the following benefits severance benefits: (1) payment of an amount equal to six (6) months of Executive’s Base Salary in effect immediately prior to the Separation Date, less applicable payroll tax withholdings and deductions (the “Severance”) and (2) twelve (12) months of accelerated vesting of Executive’s Option and all other equity awards granted under the Equity Plan (the “Equity Awards”) (so that Executive becomes vested in the portion of the Equity Awards that would have become vested if Executive remained employed for 365 days after the Separation Date). Except for the foregoing accelerated vesting benefit, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to the federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”), and the terms of the governing health insurance policies, the Company will reimburse the monthly COBRA health insurance premiums (the “COBRA Payments”) Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for six (6) months after the Separation Date or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or ceases to be eligible for COBRA coverage (the “COBRA Payment Period”). Executive must submit to the Company appropriate documentation of the foregoing health insurance payments, within sixty (60) days of making such payments, in order to be reimbursed. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Payments without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), at the end of each remaining month of the COBRA Payment Period, the Company shall pay Executive directly a taxable monthly amount which, after taxes, equals the COBRA Payment amount the Company would have otherwise paid to Executive (assuming a 35% tax rate). Executive agrees to promptly notify the Company in writing if Executive becomes eligible for group health insurance coverage through a new employer before the end of the specified reimbursement period. For sake of reference, all severance benefits provided in entire subsection 9(g)(i) shall be referred to collectively as the “Severance Benefits.”): (i) an amount equal to Employee’s then-current Base Salary, payable in 12 equal monthly installments following the Separation Date; (ii) an amount equal to 50% of Employee’s Annual Bonus for the performance year immediately preceding the year of the Separation Date, payable in 12 equal monthly installments following the Separation Date; (iii) a prorated share (based on the amount of days employed during the applicable performance year) of the Employee’s Annual Bonus for the year of the Separation Date, based on actual performance for the year and payable when such Annual Bonus would have otherwise been payable (but no later than March 15 of the year immediately following the year of the Separation Date); (iv) continued health, welfare and retirement benefits according to the same terms and conditions to which Employee would have been entitled for 12 months following the Separation Date; and (v) continued automobile allowances (as set forth in Section 4) for one automobile, including reimbursement for fuel and routine maintenance costs, for 12 months following the Separation Date. The Severance Benefits are contingent on Employee’s compliance with Section 7 and Employee entering into a separation and release of claims agreement in a form substantially consistent with Exhibit A (the “Release”), and which Release must become irrevocable within 60 days following the Separation Date. Employer will provide Employee with the Severance Benefits, as applicable, in accordance with Employer’s regular payroll practices, on or commencing on the first payroll period and paid monthly thereafter following the date the Release becomes irrevocable. To the extent that any of the benefits provided under this Section 6f constitutes “non-qualified deferred compensation” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), any payment of any amount or provision of any benefit otherwise scheduled to occur prior to the 60th day following the Separation Date, but for the condition on executing the Release, shall not be made until the first regularly scheduled payroll date following such 60th day, after which any remaining benefits shall thereafter be provided to Employee according to the applicable schedule set forth herein. For the sake of clarity, in the event of any termination of Employee’s employment for a reason other than Cause or for Good Reason, the Employee will be entitled solely to the Accrued Obligations.

Xxxxxxxxx Benefits. In Prior to a Change in Control, if the event Employee’s Company terminates the Executive's employment is terminated by Employer without Cause for any reason other than Long-Term Disability or by Employee Cause, or if the Executive resigns for Good Reason, then Employee subject to Section 6(h), the Executive shall be entitled to: x. Xxxxxxxxx payments in an aggregate amount equal to the sum of: (A) one and one-half (1.5) times Executive's then-current Base Salary (disregarding any reduction in salary made in contemplation of such termination of employment); (B) one and one-half (1.5) times the Company's profit-sharing, 401(k) match and other Company contributions made on behalf of the Executive to the Company's tax-qualified and nonqualified defined contribution plans during the twelve (12) month period prior to the date of termination; and (C) such amount, if any, as may be determined by the Chief Executive Officer in his sole discretion based on the Executive's Target Annual Bonus under the BPP (“Total Severance Payment”). If the Total Severance Payment becomes due to the Executive under this Agreement, subject to Section 7 including Section 7(h), such payment shall be made in equal installments, in accordance with the Company's regular payroll practices and procedures, as if it were to be paid over the eighteen (18) month period following the date of Executive's separation from service; provided, however, that all unpaid portions of the Total Severance Payment shall be distributed to the Executive in a lump sum on the payroll date immediately preceding March 15 of the calendar year following the calendar year in which the date of termination occurs. ii. If such termination occurs prior to the payment of the Executive's Annual Bonus payable with respect to the immediately preceding calendar year, payment of such Annual Bonus for such period, in the amount, and at such time, as he would otherwise have been entitled under the terms of the BPP had his employment not terminated. iii. All outstanding stock options, stock appreciation rights, restricted stock units, restricted shares and other equity-based awards (the “Equity Incentives”) held by the Executive shall be governed by the terms and conditions of the equity compensation plans and award agreements pursuant to which they were granted. iv. The Executive shall be entitled to receive the following benefits Company-provided continuation of medical, dental, vision and prescription coverage, but not Long-Term Disability coverage (collectively, the “Severance Benefits”): ) (ion either an insured or a self-insured basis, in the sole discretion of the Company) an amount equal to Employee’s then-current Base Salary, payable in 12 equal monthly installments following the Separation Date; (ii) an amount equal to 50% of Employee’s Annual Bonus for the performance year immediately preceding Executive and his “Eligible Dependents” (as determined under the year terms of the Separation Date, payable Company's health and welfare benefit plans in 12 equal monthly installments following the Separation Date; (iii) a prorated share (based on the amount of days employed during the applicable performance year) effect as of the Employee’s Annual Bonus for the year date of the Separation Datetermination), based on actual performance for the year and payable when such Annual Bonus would have otherwise been payable (but no later than March 15 of the year immediately following the year of the Separation Date); (iv) continued health, welfare and retirement benefits according to substantially the same terms of such coverage as are in existence immediately prior to the Executive's date of termination (subject to commercial availability of such coverage), until the earlier of: (A) the date on which the Executive becomes eligible to be covered under Medicare or another employer's group health plan; or (B) the eighteen (18) month anniversary of the Executive's date of termination; provided, however, that such coverage shall run concurrently with any coverage available to the Executive and conditions to which Employee would have been entitled for 12 months following the Separation Datehis Eligible Dependents under COBRA; and (v) continued automobile allowances (as set forth in Section 4) provided further, however, that the Executive shall immediately notify the Company if he or his Eligible Dependents become covered under Medicare or another employer's group health plan, at which time the Company's provision of medical coverage for one automobile, including reimbursement for fuel and routine maintenance costs, for 12 months following the Separation Date. The Severance Benefits are contingent on Employee’s compliance with Section 7 and Employee entering into a separation and release of claims agreement in a form substantially consistent with Exhibit A (the “Release”), and which Release must become irrevocable within 60 days following the Separation Date. Employer will provide Employee with the Severance BenefitsExecutive and/or his Eligible Dependents, as applicable, in accordance with Employer’s regular payroll practices, on or commencing on the first payroll period and paid monthly thereafter following the date the Release becomes irrevocablewill cease. To the extent that any of the benefits provided under this Section 6f constitutes “non-qualified deferred compensation” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), any payment of any amount or provision of any benefit otherwise scheduled to occur prior to the 60th day following the Separation Date, but for the condition on executing the Release, The Executive shall not be made until the first regularly scheduled payroll date following such 60th day, after which entitled to any remaining benefits shall thereafter be other perquisites (except as otherwise explicitly provided to Employee according to in the applicable schedule set forth herein. For the sake of clarity, perquisite plan or policy or in the event of any termination of Employee’s employment for a reason other than Cause or for Good Reason, the Employee will be entitled solely to the Accrued Obligationsthis Agreement).