Compensation Upon Separation From Service Sample Clauses

Compensation Upon Separation From Service. (a) In the event that during the Term Employer terminates Employee for Cause (Section 7(a)) or Employee voluntarily resigns without Good Reason (Section 7(c)), or Employee dies or becomes Disabled (Section 7(d)), Employer shall have no further obligation to pay to Employee or provide Employee with either salary or other benefits, except those entitlements (“Accrued Benefits”) that have accrued as of the date of such termination (“Separation Date”) or to which Employee is entitled under any disability insurance or other applicable plan or program. In addition, if such termination occurs due to Employee's death or Disability, all unvested stock options and restricted stock units will automatically vest and any performance stock units will vest pro rata, based upon Employee's length of service during the performance period and based upon actual performance. For any restricted stock units or performance stock units that are subject to Section 409A of the Code, the term Disability, as used in the prior sentence, shall only include a Disability that would qualify as a "disability" as defined under Section 409A of the Code. (b) In the event that Employer terminates Employee without Cause or Employee resigns with Good Reason, Employee shall be entitled, in addition to his Accrued Benefits (which for this purpose shall include any VICP bonus for any performance period ending before the Separation Date, to the extent not theretofore paid) and subject to Section 12(c), to the following: (i) Employee shall continue to be paid his then current base salary during the two (2) year period beginning on his Separation Date on the Company’s normal payroll dates (the “Separation Period”). (ii) Employee shall be paid (x) at the same time as bonuses under the Company’s Variable Incentive Compensation Plan (or successor short-term bonus plan) (the “VICP”) are payable to active employees, the VICP bonus to which he would have been entitled had he remained employed throughout the performance year containing the Separation Date, prorated for the number of days he was employed during such performance year and (y) on each December 15 during the Separation Period, a lump sum payment equal to one hundred percent (100%) of Employee’s target annual VICP bonus award as in effect immediately prior to his Separation Date. (iii) During the Separation Period Employer shall continue to make employer contributions and credits (including matching contributions and credits) under all of the Compa...