PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's employment other than by reason of Employee's death, Disability, Retirement or for Cause, or if Employee terminates Employee's employment for Good Reason, then the Employee shall be entitled to the following payments and benefits:
(i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment equal to 2.50 multiplied by the sum of (A) Employee's Base Salary, (B) the highest annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (the "MIP") or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP.
(ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs.
(iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter.
(iv) Employee's participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of termination; provided, however, that after the date of termination, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon exp...
PAYMENTS AND BENEFITS UPON TERMINATION. Upon the termination of Executive’s employment, Executive shall only be entitled to the following payments and benefits:
PAYMENTS AND BENEFITS UPON TERMINATION. Executive shall be entitled to the following payments and benefits following Termination:
PAYMENTS AND BENEFITS UPON TERMINATION. Subject to the satisfaction of the terms of Section 4b, if during the term of this Agreement (i) the Executive’s employment under this Agreement is terminated by the Company pursuant to Section 2e (i.e., other than a termination for Reasonable Cause pursuant to Section 2b or a termination upon death or disability pursuant to Section 2c), or the Executive resigns from employment with the Company with Good Reason pursuant to Section 2d (each a “Qualifying Termination”), or (ii) the Executive’s employment under this Agreement terminates due to the Executive’s disability pursuant to Section 2c, the Executive shall be entitled to receive from the Company the benefits set forth in subsection (i), (ii), or (iii) below, as applicable.
PAYMENTS AND BENEFITS UPON TERMINATION. The Employee shall be entitled to the following payments and benefits upon Termination:
PAYMENTS AND BENEFITS UPON TERMINATION. (a) If required pursuant to Section 3(a) hereof, the Company will pay to the Executive as compensation for services rendered:
PAYMENTS AND BENEFITS UPON TERMINATION. Subject to Paragraph 2 and contingent upon the Executive's execution of the Release of Claims in the form of Appendix II and the expiration of the seven day revocation period provided by the Older Workers Benefit Protection Act without revocation of the release by the Executive, the Company shall make the following payments to the Executive following a Termination and with respect to a Change of Control Event:
PAYMENTS AND BENEFITS UPON TERMINATION. Beginning on the Effective Date, and subject to Executive executing a release in form and substance reasonably satisfactory to the Company, Executive shall be entitled to the following payments and benefits following termination of Executive's employment by Executive for Good Reason (as defined below) or by the Company for any reason other than Cause (as defined below), including non-renewal of this Agreement, or upon Executive's death or Disability (as defined below).
PAYMENTS AND BENEFITS UPON TERMINATION. Subject to paragraph 8(k), the Employee shall be entitled to the following payments and benefits upon Termination:
PAYMENTS AND BENEFITS UPON TERMINATION. Subject to the next sentence, if the Executive’s employment is terminated as described in subsection (a) of this section 5, SKS will pay, and otherwise make available, to the Executive, the severance benefits, in addition to all earned but unpaid wages, described in paragraphs (i) through (viii) of this subsection (d). SKS’s obligation to pay, and otherwise make available to, the Executive the severance benefits described in paragraphs (i) through (viii) of this subsection (d) is subject to subsections (e) through (i) of this section and SKS’s receipt of a written release, substantially in the form attached as Attachment A to this Agreement (the “Release”), executed and delivered by the Executive.
(i) If the Executive’s employment is terminated (A) by the Company without Cause, and the termination does not constitute a Termination for Performance Deficiencies, or
