Compensation Upon Termination of Employment. If the Executive’s employment hereunder is terminated, in accordance with the provisions of Article III hereof, and except for any other rights or benefits specifically provided for herein to be effective following the Executive’s period of employment, the Company will provide compensation and benefits to the Executive only as follows:
Compensation Upon Termination of Employment. Notwithstanding any provision of this Agreement to the contrary, in the event the Agreement Term and the Executive's employment by the Company is terminated, the Executive shall be entitled to the compensation and severance benefits set forth below:
Compensation Upon Termination of Employment. The following provisions set forth the benefits that may become payable to Executive upon termination of employment with the Company during the Period of Employment in accordance with, and subject to, the provisions of Section 6 below:
(a) By not later than the fifth business day following the Date of Termination, the Company shall pay Executive in a lump sum an amount equal to the sum of the following:
(i) any base salary that is earned but unpaid as of the Date of Termination;
(ii) a pro rata portion of the "target incentive amount" under the Annual Performance Plan for the calendar year in which the Date of Termination occurs (based on the number of calendar days in such calendar year completed through the Date of Termination); and
(iii) a pro rata portion of the "calculated market value" of the phantom Performance Shares, if any, awarded to Executive under the Company's Long-Term Incentive Program (the "LTIP") for each Plan Cycle under the LTIP that has not been completed as of the Date of Termination, determined as follows:
(A) The performance for each such Plan Cycle under the applicable LTIP award agreement shall be determined based on (x) for any completed calendar year of the Plan Cycle as of the Date of Termination, actual performance for the calendar year, (y) for the calendar year in which the Date of Termination occurs if at least one calendar quarter has been completed during such calendar year, the greater of target performance for the calendar year or actual performance for the completed calendar quarter(s) for the calendar year annualized for the year, and (z) for any other calendar years of the Plan Cycle, target performance for the calendar year.
(B) The number of phantom Performance Shares for each such Plan Cycle shall be adjusted in accordance with the formula set forth in the applicable LTIP award agreement based on the performance for the Plan Cycle determined under paragraph (A) above.
(C) The pro rata portion of the "calculated market value" of the number of phantom Performance Shares adjusted in accordance with paragraph (B) above shall be based on the number of calendar days in the Plan Cycle completed through the Date of Termination.
Compensation Upon Termination of Employment. This Section 8 provides the payments and benefits to be paid or provided to Executive as a result of his termination of employment. Except as provided in this Section 8, Executive will not be entitled to any payments or benefits from the Company or its subsidiaries, as applicable, as a result of the termination of his employment, regardless of the reason for such termination.
Compensation Upon Termination of Employment. Subject to the terms of Sections 6 and 7, upon Termination of Employment (i) by the Company other than for Cause or (ii) by Executive within 3 months after the occurrence of a Good Reason, Executive will receive from the Company the following payments and benefits:
Compensation Upon Termination of Employment. 4.1 Upon Termination for Death, Disability, at Expiration of Term, by the Company for Cause or by the Executive. If the Executive's employment is terminated by reason of the Executive's death, Disability, upon expiration of the Term of this Agreement, by the Company for Cause or by the Executive, the Company shall:
(a) pay the Executive (or his estate or beneficiaries) any Base Salary which has accrued but not been paid as of the termination date;
(b) reimburse the Executive (or his estate or beneficiaries) for expenses incurred by him prior to the date of termination which are subject to reimbursement pursuant to applicable Company policies then in effect;
(c) provide to the Executive (or his estate or beneficiaries) any accrued and vested benefits required to be provided by the terms of any Company or Giant-sponsored benefit plans or programs, together with any benefits required to be paid or provided in the event of the Executive's death or Disability under applicable law;
(d) pay the Executive (or his estate or beneficiaries) any Regular Bonus with respect to a prior fiscal year which has accrued and been earned but has not been paid;
(e) if the Executive's employment is terminated by reason of the Executive's death or Disability, pay the Executive (or his estate or beneficiaries) a prorated portion of the "Stay- on Bonus," computed by (x) multiplying the Stay-on Bonus by a fraction, the numerator of which shall be the number of days from the Closing to the termination date and the denominator of which shall be the number of days in the Term of this Agreement (i.e., 1,096) and (y) subtracting all prior Stay-on Bonus payments from the amount so computed; and
(f) if the Executive's employment is terminated upon expiration of the Term of this Agreement, by the Company for Cause or by the Executive, pay the Executive (or his estate or beneficiaries) any portion of the Stay-on Bonus which has accrued and been earned but has not been paid.
Compensation Upon Termination of Employment. The following will apply upon termination of employment pursuant to the terms of this Agreement.
Compensation Upon Termination of Employment. By the Company for Cause or By Executive without Good Reason. In the event the Company terminates Executive's employment for Cause or Executive terminates his employment without Good Reason, the Company shall pay Executive any unpaid Annual Base Salary at the rate then in effect accrued through and including the date of termination. In addition, in such event, Executive shall be entitled (i) to receive any earned but unpaid incentive compensation or bonuses and (ii) to exercise any options which have vested and are exercisable in accordance with the terms of the applicable option grant agreement or plan, and (iii) to retain and/or receive any Restricted Shares which have vested as of the last day of the Company's fiscal year coincident or immediately preceding Executive's termination of employment and the corresponding Tax Gross-Up Payment (irrespective of whether the determination is made after Executive's termination of employment). Except for any rights which Executive may have to unpaid salary amounts through and including the date of termination, earned but unpaid incentive compensation or bonuses, vested options, vested Restricted Shares and the corresponding Tax Gross-Up Payment, the Company shall have no further obligations hereunder following such termination. The aforesaid amounts shall be payable in full immediately upon such termination.
Compensation Upon Termination of Employment. By the Trust for Cause or Voluntarily By The Senior Officer. In the event the Trust terminates Senior Officer's employment for Cause, or the Senior Officer voluntarily terminates his employment, the Trust shall pay the Senior Officer any unpaid Annual Base Salary at the rate then in effect accrued through and including the date of termination and any accrued vacation pay ("Unpaid Accrued Salary"). In addition, in such event, the Senior Officer shall be entitled to exercise any options which, as of the date of termination, have vested and are exercisable in accordance with the terms of the applicable option grant agreement or plan. All options and all restricted stock granted to the Senior Officer which have not vested on the date of termination shall automatically terminate. Except for any rights which the Senior Officer may have to Unpaid Accrued Salary through and including the date of termination, and vested options and stock, the Trust shall have no further obligations hereunder following such termination. The aforesaid amounts shall be payable in full immediately upon such termination.
Compensation Upon Termination of Employment. If Executive's employment under this Agreement is terminated prior to December 31, 2005 (or if the provisions of clause (y) of Section 4.3 apply), then except for any other rights or benefits specifically provided for in this Agreement following his period of employment, the Company shall be obligated to provide compensation and benefits to Executive only as follows:
