Severance Compensation upon Termination of Employment. 4.1 If the Executive's employment with the Corporation or the Partnership shall be terminated (a) by the Corporation or Partnership other than for Cause or pursuant to Sections 3.6 or 3.7, or (b) by the Executive for Good Reason, then the Corporation and the Partnership shall:
(i) pay to the Executive as severance pay, within five days after termination, a lump sum payment equal to 250% of the sum of the Executive's annual salary at the rate applicable on the date of termination and the average of the Executive's annual bonus for the preceding two full fiscal years; provided, however, that the average of the Executive's annual bonus for (x) the first year of this Agreement shall be the Executive's annual salary and (y) during the second year of this Agreement shall be the actual annual bonus for such year. If the severance payment under this Section 4.1, either alone or together with other payments which the Executive has the right to receive from the Corporation would not be deductible (in whole or in part) by the Corporation as a result of such payment constituting a "parachute payment" (as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code")), such severance payment shall be reduced to the largest amount as will result in no portion of the severance payment under this Section 4.1 not being fully deductible by the Corporation as a result of Section 280G of the Code. The determination of any reduction in the severance payment under this Section 4.1 pursuant to the foregoing proviso shall be made exclusively by the Corporation's independent accountants (whose fees and expenses shall be borne by the Corporation), and such determination shall be conclusive and binding;
(ii) arrange to provide Executive, for a 12 month period (or such shorter period as Executive may elect), with disability, accident and health insurance substantially similar to those insurance benefits which Executive is receiving immediately prior to the earlier of a Change in Control, if any, or the date of termination to the extent obtainable upon reasonable terms; provided, however, if it is not so obtainable the Corporation shall pay to the Executive in cash the annual amount paid by the Corporation or the Partnership for such benefits during the previous year of the Executive's employment. Benefits otherwise receivable by Executive pursuant to this Section 4.1(ii) shall be reduced to the extent comparable benefits are actually received by the Executive d...
Severance Compensation upon Termination of Employment. If the Company shall terminate the Executive’s employment other than pursuant to Section 5(a), (b) or (c) or if the Executive shall terminate his employment for Good Reason, then the Company shall pay to the Executive as severance pay in a lump sum, in cash, on the fifth day following the Date of Termination, an amount equal to three (3) times the average of the aggregate annual compensation paid to the Executive during the three (3) fiscal years of the Company immediately preceding the Change of Control by the Company subject to United States income taxes (or, such fewer number of fiscal years if the Executive has not been employed by the Company during each of the preceding three (3) fiscal years).
Severance Compensation upon Termination of Employment. (a) In the event of the Employee’s involuntary Termination of Employment by the Company or a Subsidiary or Affiliate for any reason other than Cause or in the event of a Good Reason Termination, in either event upon or within two years after a Change in Control, the Employee will receive the following amounts in lieu of any severance compensation and benefits under the Executive Severance Plan or any other severance plan of the Company or a Subsidiary or Affiliate:
(i) The Company shall pay to the Employee a lump sum cash payment equal to the greater of (A) or (B) as set forth below:
(A) The Separation Pay and Paid Notice as calculated under the terms of the Executive Severance Plan based on the Employee’s compensation and service as of the Termination Date, or
(B) multiplied by the sum of (1) the Employee’s annual base salary plus (2) the Employee’s annual bonus. The annual base salary for this purpose shall be the Employee’s annual base salary in effect as of the Employee’s Termination Date. The annual bonus shall be calculated for this purpose as the greater of (x) the average annual cash bonus paid to the Employee for the three full fiscal years of the Company preceding the fiscal year in which the Termination Date occurs or (y) the Employee’s target annual cash bonus for the fiscal year in which the Termination Date occurs. For purposes of the preceding sentence, if the Employee has not received an annual cash bonus for three full fiscal years, the Employee’s average annual cash bonus shall be determined by dividing the total annual cash bonuses received by the Employee during the preceding three full fiscal years by the number of full and fractional years for which the Employee received an annual cash bonus during such three-year period.
(ii) The Company shall pay to the Employee a single lump sum payment equal to the COBRA Cost that the Employee would incur if the Employee continued medical and dental coverage under the Company’s benefit plans during the Continuation Period, based on the benefits in effect for the Employee (and, if applicable, his or her spouse and dependents) at the Termination Date, less the amount that the Employee would be required to contribute for medical and dental coverage if the Employee were an active employee. The cash payment shall include a tax gross up payment equal to 75% of the lump sum amount described in the preceding sentence. The Employee may elect continuation coverage under the Company’s applicable medical and ...
Severance Compensation upon Termination of Employment. Subject to Section 4(e) below, if within twenty-four (24) months following a Change in Control, the Company shall terminate the Executive’s employment other than pursuant to Section 3(b), 3(c) or 3(d), or if the Executive terminates his employment for Good Reason pursuant to Section 3(e), then:
Severance Compensation upon Termination of Employment. (a) If the Company shall terminate the Executive's employment within eighteen months following a Change in Control other than pursuant to Section 3(b), 3(c) or 3(d) or if the Executive shall terminate his employment within eighteen months following a Change in Control for Good Reason, then the Company shall pay to the Executive as severance pay in a lump sum, in cash, on the fifth day following the Date of Termination, an amount equal to the sum of (i) 150% of the average of the aggregate annual salary paid to the Executive by the Company during the three calendar years preceding the Change in Control of the Company and (ii) 150% of the highest bonus compensation paid to the Executive for any of the three calendar years preceding the Change in Control of the Company; provided, however, that if the lump sum severance payment under this Section 4, either alone or together with other payments which the Executive has the right to receive from the Company, would constitute a "parachute payment" (as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code")), such lump sum severance payment shall be reduced to the largest amount as will result in no portion of the lump sum severance payment under this Section 4 being subject to the excise tax imposed by Section 4999 of the Code.
(b) In addition to the lump sum payment provided in Section 4(a), if the Company shall terminate the Executive's employment within eighteen months following a Change in Control other than pursuant to Section 3(b), 3(c) or 3(d) or if the Executive shall terminate his employment within eighteen months following a Change in Control for Good Reason, then the Company shall provide to the Executive health insurance equivalent to that provided to the Executive immediately prior to termination until the earlier of: (i) eighteen months following the Date of Termination or (ii) such time as Executive is employed by another employer and is covered or permitted to be covered by benefit plans of another employer providing substantially similar coverage.
Severance Compensation upon Termination of Employment. The Company may terminate the Executive’s employment at any time; however, if (a) during the two-year period beginning on the Effective Date of a Change in Control, the Company shall terminate the Executive’s employment other than pursuant to Section 3(b) or 3(c) or if the Executive shall terminate his or her employment for Good Reason or (b) during any period of time after a Change in Control has occurred but prior to either the Effective Date of a Change in Control or the date on which the Board (or shareholders of the Company, if applicable) takes any action which has the effect of rescinding or nullifying the Change in Control (or on the date a Change of Control is rescinded or nullified without the necessity of any such action), the Company shall terminate the Executive’s employment other than pursuant to Section 3(b) or 3(c) or if the Executive shall terminate his or her employment for Good Reason other than pursuant to Section 3(d)(x), then as severance pay:
(a) The Company shall pay to the Executive in a lump sum, in cash, on or before the fifth day following the Date of Termination, an amount equal to three (3.0) times the sum of (A) the Executive’s base salary as in effect immediately prior to the Change in Control or, if higher, in effect immediately prior to the Date of Termination, plus the annual allowance for the Executive under the Company’s Executive Perquisite Program, and (B) the greater of (i) the average bonus (under all Company bonus plans for which the Executive is eligible) earned with respect to the three most recently completed full fiscal years (or, if the Executive has not been employed for at least three full fiscal years, all of completed full fiscal years during which he or she has been employed), or (ii) the target bonus (under all Company bonus plans for which the Executive is eligible) for the fiscal year in which the Change in Control occurs.
(b) For a period of thirty-six (36) months subsequent to the Executive’s Date of Termination, the Company shall at its expense continue on behalf of the Executive and his or her dependents and beneficiaries, all medical, dental, vision, health, and life insurance benefits, which were being provided to the Executive at the time of termination of employment. The benefits provided in this Section 4(b) shall be no less favorable to the Executive, in terms of amounts and deductibles and costs to him, than the coverage in effect immediately prior to the Change in Control (or, if more favor...
Severance Compensation upon Termination of Employment. If the Company shall terminate the Executive's employment other than pursuant to Section 3(b), 3(c) or 3(d) or if the Executive shall voluntarily terminate his employment for Good Reason, then the Company shall pay to the Executive as severance pay an amount equal to 2.99 times the annualized aggregate annual compensation paid to the Executive by the Company or any of its subsidiaries during the five (5) calendar years (or the period of the Executive's employment with the Company if the Executive has been employed with the Company for less than five calendar years) preceding the Change in Control of the Company in twenty-four equal monthly installments beginning on the regular payroll date for salaried employees of the Company in the month of the Executive's Date of Termination; provided, however, that if the severance payment under this Section 4, either alone or together with other payments which the Executive has the right to receive from the Company, would constitute a "parachute payment" (as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code")), such severance payment shall be reduced to the largest amount as will result in no portion of the severance payment under this Section 4 being subject to the excise tax imposed by Section 4999 of the Code. The determination of any reduction in the lump sum severance payment under this Section 4 pursuant to the foregoing proviso shall be made by the Company's Independent Certified Public Accountants, and their decision shall be conclusive and binding on the Company and the Executive.
Severance Compensation upon Termination of Employment. (a) If pursuant to Section 3(a) above the Executive is entitled to the compensation provided in this Section 4, then the Company shall pay to the Executive in a lump sum cash payment within five days after the Date of Termination the following:
(i) the Severance Amount as defined in Section 4(b) below; plus
(ii) his earned but unpaid base salary through his Date of Termination; plus
(iii) a quarterly incentive award for the current fiscal quarter prorated through the Date of Termination equal to the greater of (A) the quarterly incentive award (whether paid or payable in cash or in securities of the Company) awarded to the Executive with respect to the Company’s most recent fiscal quarter ending prior to the Date of Termination or (B) the average quarterly incentive award (whether paid or payable in cash or in securities of the Company) made to the Executive with respect to the Company’s most recent three fiscal years ending prior to the Date of Termination; plus
(iv) interest on the amounts payable pursuant to clauses (i), (ii) and (iii) above calculated from the Date of Termination until paid at a rate equal to the prime rate as published in The Wall Street Journal on the Date of Termination plus three percentage points, compounded annually.
Severance Compensation upon Termination of Employment. 5.1 If the Executive's employment with the Corporation shall be terminated (a) by the Corporation other than pursuant to Sections 2 or 4, or (b) by the Executive for Good Reason (as defined in Paragraph 5.3 below), then the Corporation shall pay to Executive as severance pay an amount equal to two times his then annual salary and payable within 30 days of the termination date.
5.2 For purposes of this Agreement, the term "Good Reason" shall mean any of the following:
Severance Compensation upon Termination of Employment. In the event that the Executive's employment with the Company or any of its affiliates is terminated for one of the reasons described below, the Company shall pay to the Executive the corresponding cash severance payment (the "Severance Payment"):
