Common use of Discharge Without Cause Clause in Contracts

Discharge Without Cause. Prior to the end of the Initial Term or any then-existing Renewal Term, the Company may discharge the Employee without Cause (as defined in paragraph (c) above) and terminate this Agreement. In such case this Agreement shall automatically terminate and the Company shall have no further obligation to the Employee or his estate, except that, subject to the provisions of Section 20 below, the Company shall continue to pay to the Employee (or his estate in the event of his subsequent death): (i) the Employee’s monthly Base Salary, in arrears, for a period of 18 months following the date of discharge; provided, however, that the first such payment shall be made on the Company’s first regular payroll date that comes after the Release is no longer revocable (the “First Payment Date”) and shall include all payments, if any, that would have otherwise been made pursuant to this Section 7(d)(i) between the date of Employee’s termination of employment and the First Payment Date; (ii) a pro rata amount of the annual Incentive Award at the Target goal level described in Section 5(a) above, based on the number of days the Employee was employed in the year in comparison to 365, for the year of termination, which such pro rata Incentive Award payment shall be provided on the later of the first business day after the Release is no longer revocable or the payment date that an Incentive Award for the year of termination otherwise would have been payable pursuant to Section 5(a) above had Employee’s employment not terminated (provided, that, in no event shall such payment occur later than the date necessary to qualify such payment as a “short-term deferral” within the meaning of Treas. Reg. § 1.409A-1(b)(4)); and (iii) if following the date of such discharge, the Employee becomes eligible to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and properly elects such coverage, the Company shall reimburse the Employee or pay on the Employee’s behalf 100% of applicable medical continuation premiums for the benefit of the Employee (and his covered dependents as of the date of his termination, if any) under the Employee’s then-current plan election, with such coverage to be provided under the closest comparable plan as offered by the Company from time to time, for so long during the 18-month period following termination as he remains eligible for and elects COBRA coverage; provided that such reimbursement shall not be applicable until the Release becomes irrevocable and the first such reimbursement payment shall include, if applicable, all reimbursement payments that would have otherwise been made pursuant to this Section 7(d)(iii) between the date of Employee’s termination of employment and the date that the Release became irrevocable. The Company will also provide all salary earned by Employee through the date of termination and any applicable benefits payable under the governing provisions of any benefit plan or program of the Company. No such termination pursuant to this paragraph (d) will relieve the Employee of his obligations under Sections 6, 8 and 9 hereunder. Notwithstanding anything to the contrary in this Section 7(d) or Section 20, in the event the time period (including any applicable revocation period) prescribed by the Company for Employee’s execution of the Release begins in one taxable year and ends in a second taxable year, payments under Section 7(d)(i) will not commence and the First Payment Date shall not occur until the second taxable year, irrespective of when the Release actually becomes irrevocable.

Discharge Without Cause. Prior to the end of the Initial Term or any then-existing Renewal Termterm of this Agreement, the Company may discharge the Employee without Cause (as defined in paragraph (c) above) and terminate this Agreement. In such case this Agreement shall automatically terminate and the Company shall have no further obligation to the Employee or his estate, except that, subject to the provisions of Section 20 below, that the Company shall continue to pay to the Employee (or his estate in the event of his subsequent death): ), (i) the Employee’s monthly Base Salary, in arrears, Salary for a period of 18 months following the date of discharge; provided, however, that the first such payment shall be made on the Company’s first regular payroll date that comes after the Release is no longer revocable (the “First Payment Date”) and shall include all payments, if any, that would have otherwise been made pursuant to this Section 7(d)(i) between the date of Employee’s termination of employment and the First Payment Date; (ii) a pro rata amount 50% of the annual Incentive Award at the Target goal level target bonus described in Section 5(a5(i) above, based on the number of days the Employee was employed in the year in comparison to 365, above for the year of termination, which such pro rata Incentive Award payment shall be provided on the later of the first business day after the Release is no longer revocable or the payment date that an Incentive Award for the year of termination otherwise would have been payable pursuant to Section 5(a) above had Employee’s employment not terminated (provided, that, in no event shall such payment occur later than the date necessary to qualify such payment as a “short-term deferral” within the meaning of Treas. Reg. § 1.409A-1(b)(4)); and (iii) all benefits payable under the governing provisions of any benefit plan or program of the Company. In addition, if following the date of such discharge, the Employee becomes eligible to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and properly elects such coverage, the Company shall reimburse the Employee or pay on the Employee’s behalf 100% of applicable medical continuation premiums for the benefit of the Employee (and his covered dependents as of the date of his termination, if any) under the Employee’s then-current plan election, with such coverage to be provided under the closest comparable plan as offered by the Company from time to time, for so long during the 18-month period following termination as he remains eligible for and elects COBRA coverage; , except as otherwise provided that in paragraph (e) below. All such reimbursement payments to the Employee or his estate shall not be applicable until made in the Release becomes irrevocable same manner and at the first such reimbursement payment shall include, if applicable, all reimbursement payments that same times as they would have otherwise been made pursuant paid to this Section 7(d)(iii) between the date of Employee’s termination of employment and the date that the Release became irrevocable. The Company will also provide all salary earned by Employee through the date of termination and any applicable benefits payable under the governing provisions of any benefit plan or program of the Companyhad he not been discharged. No such termination pursuant to this paragraph (d) will relieve the Employee of his obligations under Sections 6, 8 and 9 hereunder. Notwithstanding anything to the contrary in this Section 7(d) or Section 20, in the event the time period (including any applicable revocation period) prescribed by the Company for Employee’s execution of the Release begins in one taxable year and ends in a second taxable year, payments under Section 7(d)(i) will not commence and the First Payment Date shall not occur until the second taxable year, irrespective of when the Release actually becomes irrevocable.

Discharge Without Cause. Prior to the end of the Initial Term or any then-existing Renewal Term, The Bank and the Company may discharge the Employee without Cause Executive at any time during the Employment Period and, unless such discharge constitutes a discharge with Cause: (as defined in paragraph (ca) above) and terminate this Agreement. In such case this Agreement shall automatically terminate The Bank and the Company shall have no further obligation pay and deliver to the Employee or his estate, except that, subject to the provisions of Section 20 below, the Company shall continue to pay to the Employee Executive (or his estate in the event of his subsequent death): death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements: (i) During the Employee’s monthly Base SalaryRemaining Unexpired Employment Period, the Bank and the Company shall provide for the Executive and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in arrearseffect for them immediately prior to the Executive's termination. The coverage provided under this section 12(b)(i) may, for a period at the election of 18 months following the date of discharge; provided, however, that the first such payment shall be made on Bank and the Company’s first regular payroll date , be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that comes after benefits under the Release is no longer revocable (other coverages will offset the “First Payment Date”) and shall include all payments, if any, that would have otherwise been made pursuant to coverage required by this Section 7(d)(i) between the date of Employee’s termination of employment and the First Payment Date; section 12(b)(i). (ii) a pro rata amount of the annual Incentive Award at the Target goal level described in Section 5(a) above, based on the number of days the Employee was employed in the year in comparison to 365, for the year of termination, which such pro rata Incentive Award payment shall be provided on the later of the first business day after the Release is no longer revocable or the payment date that an Incentive Award for the year of termination otherwise would have been payable pursuant to Section 5(a) above had Employee’s employment not terminated (provided, that, in no event shall such payment occur later than the date necessary to qualify such payment as a “short-term deferral” within the meaning of Treas. Reg. § 1.409A-1(b)(4)); The Bank and (iii) if following the date of such discharge, the Employee becomes eligible to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and properly elects such coverage, the Company shall reimburse make a lump sum payment to the Employee or pay on Executive (or, in the Employee’s behalf 100% event of applicable medical continuation premiums his death before payment, to his estate), in an amount equal to the estimated present value of the salary that the Executive would have earned if he had continued working for the benefit of Company and the Employee (and his covered dependents as of the date of his termination, if any) under the Employee’s then-current plan election, with such coverage to be provided under the closest comparable plan as offered by the Company from time to time, for so long Bank during the 18-month Remaining Unexpired Employment Period at the highest annual rate of salary achieved during the period following termination as he remains eligible for and elects COBRA coverage; provided that such reimbursement shall not be applicable until the Release becomes irrevocable and the first such reimbursement payment shall include, if applicable, all reimbursement payments that would have otherwise been made pursuant of three (3) years ending immediately prior to this Section 7(d)(iii) between the date of Employee’s termination of employment and the date that the Release became irrevocable. The Company will also provide all salary earned by Employee through the date of termination and any applicable benefits payable under (the governing provisions of any benefit plan or program of "Salary Severance Payment"). The Salary Severance Payment shall be computed using the Company. No such termination pursuant to this paragraph following formula: (dn) will relieve the Employee of his obligations under Sections 6, 8 and 9 hereunder. Notwithstanding anything to the contrary in this Section 7(d(BS/PR) or Section 20, in the event the time period SSP = (including any applicable revocation periodSigma) prescribed by the Company for Employee’s execution of the Release begins in one taxable year and ends in a second taxable year, payments under Section 7(d)(i[-------------------------] (1) will not commence and the First Payment Date shall not occur until the second taxable year, irrespective of when the Release actually becomes irrevocable.[1 + (I / PR)](n)

Discharge Without Cause. Prior to the end of the Initial Term or any then-existing Renewal Term, the Company may discharge the Employee without Cause (as defined in paragraph (c) above) and terminate this Agreement. In such case this Agreement shall automatically terminate and the Company shall have no further obligation to the Employee or his estate, except that, subject to the provisions of Section 20 below, the Company shall continue to pay to the Employee (or his estate in the event of his subsequent death): (i) the Employee’s 's monthly Base Salary, in arrears, for a period of 18 months following the date of discharge; provided, however, that the first such payment shall be made on the Company’s 's first regular payroll date that comes after the Release is no longer revocable (the “First Payment Date”) and shall include all payments, if any, that would have otherwise been made pursuant to this Section 7(d)(i) between the date of Employee’s 's termination of employment and the First Payment Date; (ii) a pro rata amount of the annual Incentive Award at the Target goal level described in Section 5(a) above, based on the number of days the Employee was employed in the year in comparison to 365, for the year of termination, which such pro rata Incentive Award payment shall be provided on the later of the first business day after the Release is no longer revocable or the payment date that an Incentive Award for the year of termination otherwise would have been payable pursuant to Section 5(a) above had Employee’s 's employment not terminated (provided, that, in no event shall such payment occur later than the date necessary to qualify such payment as a “short-term deferral” within the meaning of Treas. Reg. § 1.409A-1(b)(4)); and (iii) if following the date of such discharge, the Employee becomes eligible to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and properly elects such coverage, the Company shall reimburse the Employee or pay on the Employee’s 's behalf 100% of applicable medical continuation premiums for the benefit of the Employee (and his covered dependents as of the date of his termination, if any) under the Employee’s 's then-current plan election, with such coverage to be provided under the closest comparable plan as offered by the Company from time to time, for so long during the 18-month period following termination as he remains eligible for and elects COBRA coverage; provided that such reimbursement shall not be applicable until the Release becomes irrevocable and the first such reimbursement payment shall include, if applicable, all reimbursement payments that would have otherwise been made pursuant to this Section 7(d)(iii) between the date of Employee’s 's termination of employment and the date that the Release became irrevocable. The Company will also provide all salary earned by Employee through the date of termination and any applicable benefits payable under the governing provisions of any benefit plan or program of the Company. No such termination pursuant to this paragraph (d) will relieve the Employee of his obligations under Sections 6, 8 and 9 hereunder. Notwithstanding anything to the contrary in this Section 7(d) or Section 20, in the event the time period (including any applicable revocation period) prescribed by the Company for Employee’s 's execution of the Release begins in one taxable year and ends in a second taxable year, payments under Section 7(d)(i) will not commence and the First Payment Date shall not occur until the second taxable year, irrespective of when the Release actually becomes irrevocable.

Discharge Without Cause. Prior to the end of the Initial Term or any then-existing Renewal Term, the Company may discharge the Employee without Cause (Except as defined in paragraph (c) above) and terminate this Agreement. In such case this Agreement shall automatically terminate and the Company shall have no further obligation to the Employee or his estate, except that, subject to the provisions of Section 20 below, the Company shall continue to pay to the Employee (or his estate in the event of his subsequent death): (i) the Employee’s monthly Base Salary, in arrears, for a period of 18 months following the date of discharge; provided, however, that the first such payment shall be made on the Company’s first regular payroll date that comes after the Release is no longer revocable (the “First Payment Date”) and shall include all payments, if any, that would have otherwise been made pursuant to this Section 7(d)(i) between the date of Employee’s termination of employment and the First Payment Date; (ii) a pro rata amount of the annual Incentive Award at the Target goal level described set forth in Section 5(a) above, based on the number of days the Employee was employed in the year in comparison to 365, for the year of termination, which such pro rata Incentive Award payment shall be provided on the later of the first business day after the Release is no longer revocable or the payment date that an Incentive Award for the year of termination otherwise would have been payable pursuant to Section 5(a) above had Employee’s employment not terminated (provided, that, in no event shall such payment occur later than the date necessary to qualify such payment as a “short-term deferral” within the meaning of Treas. Reg. § 1.409A-1(b)(4)); and (iii) if following the date of such discharge, the Employee becomes eligible to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and properly elects such coverage, the Company shall reimburse the Employee or pay on the Employee’s behalf 100% of applicable medical continuation premiums for the benefit of the Employee (and his covered dependents as of the date of his termination, if any) under the Employee’s then-current plan election, with such coverage to be provided under the closest comparable plan as offered by the Company from time to time, for so long during the 18-month period following termination as he remains eligible for and elects COBRA coverage; provided that such reimbursement shall not be applicable until the Release becomes irrevocable and the first such reimbursement payment shall include, if applicable, all reimbursement payments that would have otherwise been made pursuant to this Section 7(d)(iii) between the date of Employee’s termination of employment and the date that the Release became irrevocable. The Company will also provide all salary earned by Employee through the date of termination and any applicable benefits payable under the governing provisions of any benefit plan or program of the Company. No such termination pursuant to this paragraph (d) will relieve the Employee of his obligations under Sections 6, 8 and 9 hereunder. Notwithstanding anything to the contrary in this Section 7(d) or Section 2011.4 hereof, in the event the time Company terminates the Executive's employment without cause during the term of his employment hereunder or elects not to renew Executive's employment hereunder pursuant to Section 4 hereof, each of which the Company shall be entitled to do, the Executive shall receive from the Company (in lieu of any rights or claims, other than the possible right to an incentive bonus for the period prior to termination as set forth in Section 6 hereof, that the Executive may have in respect to this Agreement, which rights or claims the Executive hereby waives and releases in consideration for the severance payments provided in this Section 11.2) as severance payments, and in consideration of the Executive's compliance with the provisions of Section 13 during the Restricted Period (including any applicable revocation period) prescribed as hereinafter defined), payment of the Executive's Base Salary and the insurance benefits described in Sections 7.4, 7.6 and 8 hereof, in each case for a period of one year beginning on the date of termination of the Executive's employment. Payments of Base Salary shall be made at the same times and in the same manner that such payments would have been made to the Executive if his employment had not been terminated. In addition, under such circumstances, the Executive shall be entitled to exercise all options referenced in Section 9 hereof and all other options then held by the Company for Employee’s execution Executive which are not then exercisable, subject to the terms and provisions of the Release begins option agreement provided for by the terms of the Plan, for a period equal to the lesser of (y) one year from the date of termination for all options granted after 1996 and five years from the date of termination for all options granted before 1997 or (z) the original term of such options. At the end of this one year period, the Executive will be given the option to take over the payments and ownership of the disability insurance policy described in one taxable year and ends in a second taxable year, payments under Section 7(d)(i) will not commence 7.6 hereof and the First Payment Date life insurance policy described in Section 8 hereof to the extent the terms of such policies permit him to do so. If the Executive shall die subsequent to the termination of his employment under this Section 11.2, such death shall be deemed to have occurred during the term of the Executive's employment hereunder as if termination under this Section 11.2 had not occur until the second taxable year, irrespective of when the Release actually becomes irrevocableoccurred and Section 11.1 shall thereupon apply.

Discharge Without Cause. Prior to the end of the Initial Term or any then-existing Renewal Termterm of this Agreement, the Company may discharge the Employee without Cause (as defined in paragraph (c) above) and terminate this Agreement. In such case this Agreement shall automatically terminate and the Company shall have no further obligation to the Employee or his estate, except that, subject to the provisions of Section 20 below, that the Company shall continue to pay to the Employee (or his estate in the event of his subsequent death): ), (i) the Employee’s monthly Base Salary, in arrears, Salary for a period of 18 36 months following the date of discharge; provided, however, that the first such payment shall be made on the Company’s first regular payroll date that comes after the Release is no longer revocable (the “First Payment Date”) and shall include all payments, if any, that would have otherwise been made pursuant to this Section 7(d)(i) between the date of Employee’s termination of employment and the First Payment Date; (ii) a pro rata amount 50% of the annual Incentive Award at the Annual Target goal level Bonus described in Section 5(a) above, based on the number of days the Employee was employed in the year in comparison to 365, above for the year of termination, which such pro rata Incentive Award payment shall be provided on the later of the first business day after the Release is no longer revocable or the payment date that an Incentive Award for the year of termination otherwise would have been payable pursuant to Section 5(a) above had Employee’s employment not terminated (provided, that, in no event shall such payment occur later than the date necessary to qualify such payment as a “short-term deferral” within the meaning of Treas. Reg. § 1.409A-1(b)(4)); and (iii) all benefits payable under the governing provisions of any benefit plan or program of the Company. In addition, if following the date of such discharge, the Employee becomes eligible to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and properly elects such coverage, the Company shall reimburse the Employee or pay on the Employee’s behalf 100% of applicable medical continuation premiums for the benefit of the Employee (and his covered dependents as of the date of his termination, if any) under the Employee’s then-current plan election, with such coverage to be provided under the closest comparable plan as offered by the Company from time to time, for so long during the 1836-month period following termination as he remains eligible for and elects COBRA coverage; provided that such reimbursement shall not be applicable until the Release becomes irrevocable and the first such reimbursement payment shall include, if applicable, all reimbursement payments that would have otherwise been made pursuant to this Section 7(d)(iii) between the date of Employee’s termination of employment and the date that the Release became irrevocable. The Company will also provide all salary earned by Employee through the date of termination and any applicable benefits payable under the governing provisions of any benefit plan or program of the Company. No such termination pursuant to this paragraph (d) will relieve the Employee of his obligations under Sections 6, 8 and 9 hereunder. Notwithstanding anything to the contrary in this Section 7(d) or Section 20, in the event the time period (including any applicable revocation period) prescribed by the Company for Employee’s execution of the Release begins in one taxable year and ends in a second taxable year, payments under Section 7(d)(i) will not commence and the First Payment Date shall not occur until the second taxable year, irrespective of when the Release actually becomes irrevocable.

Discharge Without Cause. Prior to the end of the Initial Term or any then-existing Renewal Termterm of this Agreement, the Company may discharge the Employee without Cause (as defined in paragraph (c) above) and terminate this Agreement. In such case this Agreement shall automatically terminate and the Company shall have no further obligation to the Employee or his estate, except that, subject to the provisions of Section 20 below, that the Company shall continue to pay to the Employee (or his estate in the event of his subsequent death): ), (i) the Employee’s monthly Base Salary, in arrears, Salary for a period of 18 months following the date of discharge; provided, however, that the first such payment shall be made on the Company’s first regular payroll date that comes after the Release is no longer revocable (the “First Payment Date”) and shall include all payments, if any, that would have otherwise been made pursuant to this Section 7(d)(i) between the date of Employee’s termination of employment and the First Payment Date; (ii) a pro rata amount 50% of the maximum annual Incentive Award at the Target goal level target bonus described in Section 5(a5(i) above, based on the number of days the Employee was employed in the year in comparison to 365, above for the year of termination, which such pro rata Incentive Award payment shall be provided on the later of the first business day after the Release is no longer revocable or the payment date that an Incentive Award for the year of termination otherwise would have been payable pursuant to Section 5(a) above had Employee’s employment not terminated (provided, that, in no event shall such payment occur later than the date necessary to qualify such payment as a “short-term deferral” within the meaning of Treas. Reg. § 1.409A-1(b)(4)); and (iii) all benefits payable under the governing provisions of any benefit plan or program of the Company. In addition, if following the date of such discharge, the Employee becomes eligible to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and properly elects such coverage, the Company shall reimburse the Employee or pay on the Employee’s behalf 100% of applicable medical continuation premiums for the benefit of the Employee (and his covered dependents as of the date of his termination, if any) under the Employee’s then-current plan election, with such coverage to be provided under the closest comparable plan as offered by the Company from time to time, for so long during the 18-month period following termination as he remains eligible for and elects COBRA coverage; , except as otherwise provided that in paragraph (e) below. All such reimbursement payments to the Employee or his estate shall not be applicable until made in the Release becomes irrevocable same manner and at the first such reimbursement payment shall include, if applicable, all reimbursement payments that same times as they would have otherwise been made pursuant paid to this Section 7(d)(iii) between the date of Employee’s termination of employment and the date that the Release became irrevocable. The Company will also provide all salary earned by Employee through the date of termination and any applicable benefits payable under the governing provisions of any benefit plan or program of the Companyhad he not been discharged. No such termination pursuant to this paragraph (d) will relieve the Employee of his obligations under Sections 6, 8 and 9 hereunder. Notwithstanding anything to the contrary in this Section 7(d) or Section 20, in the event the time period (including any applicable revocation period) prescribed by the Company for Employee’s execution of the Release begins in one taxable year and ends in a second taxable year, payments under Section 7(d)(i) will not commence and the First Payment Date shall not occur until the second taxable year, irrespective of when the Release actually becomes irrevocable.

Discharge Without Cause. Prior to the end of the Initial Term or any then-existing Renewal Termterm of this Agreement, the Company may discharge the Employee without Cause (as defined in paragraph (c) above) and terminate this Agreement. In such case this Agreement shall automatically terminate and the Company shall have no further obligation to the Employee or his estate, except that, subject to the provisions of Section 20 below, that the Company shall continue to pay to the Employee (or his estate in the event of his subsequent death): ), (i) the Employee’s monthly Base Salary, in arrears, Salary for a period of 18 months following the date of discharge; provided, however, that the first such payment shall be made on the Company’s first regular payroll date that comes after the Release is no longer revocable (the “First Payment Date”) and shall include all payments, if any, that would have otherwise been made pursuant to this Section 7(d)(i) between the date of Employee’s termination of employment and the First Payment Date; (ii) a pro rata amount 50% of the annual Incentive Award at the Target goal level target bonus described in Section 5(a5(i) above, based on the number of days the Employee was employed in the year in comparison to 365, above for the year of termination, which such pro rata Incentive Award payment shall be provided on the later of the first business day after the Release is no longer revocable or the payment date that an Incentive Award for the year of termination otherwise would have been payable pursuant to Section 5(a) above had Employee’s employment not terminated (provided, that, in no event shall such payment occur later than the date necessary to qualify such payment as a “short-term deferral” within the meaning of Treas. Reg. § 1.409A-1(b)(4)); and (iii) all benefits payable under the governing provisions of any benefit plan or program of the Company, In addition, if following the date of such discharge, the Employee becomes eligible to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and properly elects such coverage, the Company shall reimburse the Employee or pay on the Employee’s behalf 100% of applicable medical continuation premiums for the benefit of the Employee (and his covered dependents as of the date of his termination, if any) under the Employee’s then-current plan election, with such coverage to be provided under the closest comparable plan as offered by the Company from time to time, for so long during the 18-month period following termination as he remains eligible for and elects COBRA coverage; , except as otherwise provided that in paragraph (e) below. All such reimbursement payments to the Employee or his estate shall not be applicable until made in the Release becomes irrevocable same manner and at the first such reimbursement payment shall include, if applicable, all reimbursement payments that same times as they would have otherwise been made pursuant paid to this Section 7(d)(iii) between the date of Employee’s termination of employment and the date that the Release became irrevocable. The Company will also provide all salary earned by Employee through the date of termination and any applicable benefits payable under the governing provisions of any benefit plan or program of the Companyhad he not been discharged. No such termination pursuant to this paragraph (d) will relieve the Employee of his obligations under Sections 6, 8 and 9 hereunder. Notwithstanding anything to the contrary in this Section 7(d) or Section 20, in the event the time period (including any applicable revocation period) prescribed by the Company for Employee’s execution of the Release begins in one taxable year and ends in a second taxable year, payments under Section 7(d)(i) will not commence and the First Payment Date shall not occur until the second taxable year, irrespective of when the Release actually becomes irrevocable.

Discharge Without Cause. Prior to the end of the Initial Term or any then-existing Renewal Term, the Company may discharge the Employee without Cause (as defined in paragraph (c) above) and terminate this Agreement. In such case this Agreement shall automatically terminate and the Company shall have no further obligation to the Employee or his estate, except that, subject to the provisions of Section 20 below, the Company shall continue to pay to the Employee (or his estate in the event of his subsequent death): (i) the Employee’s monthly Base Salary, in arrears, for a period of 18 24 months following the date of discharge; provided, however, that the first such payment shall be made on the Company’s first regular payroll date that comes after the Release is no longer revocable (the “First Payment Date”) and shall include all payments, if any, that would have otherwise been made pursuant to this Section 7(d)(i) between the date of Employee’s termination of employment and the First Payment Date; (ii) a pro rata amount of the annual Incentive Award at the Target goal level described in Section 5(a) above, based on the number of days the Employee was employed in the year in comparison to 365, for the year of termination, which such pro rata Incentive Award payment shall be provided on the later of the first business day after the Release is no longer revocable or the payment date that an Incentive Award for the year of termination otherwise would have been payable pursuant to Section 5(a) above had Employee’s employment not terminated (provided, that, in no event shall such payment occur later than the date necessary to qualify such payment as a “short-term deferral” within the meaning of Treas. Reg. § 1.409A-1(b)(4)); and (iii) if following the date of such discharge, the Employee becomes eligible to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and properly elects such coverage, the Company shall reimburse the Employee or pay on the Employee’s behalf 100% of applicable medical continuation premiums for the benefit of the Employee (and his covered dependents as of the date of his termination, if any) under the Employee’s then-current plan election, with such coverage to be provided under the closest comparable plan as offered by the Company from time to time, for so long during the 1836-month period following termination as he remains eligible for and elects COBRA coverage; provided that such reimbursement shall not be applicable until the Release becomes irrevocable and the first such reimbursement payment shall include, if applicable, all reimbursement payments that would have otherwise been made pursuant to this Section 7(d)(iii) between the date of Employee’s termination of employment and the date that the Release became irrevocable. The Company will also provide all salary earned by Employee through the date of termination and any applicable benefits payable under the governing provisions of any benefit plan or program of the Company. No such termination pursuant to this paragraph (d) will relieve the Employee of his obligations under Sections 6, 8 and 9 hereunder. Notwithstanding anything to the contrary in this Section 7(d) or Section 20, in the event the time period (including any applicable revocation period) prescribed by the Company for Employee’s execution of the Release begins in one taxable year and ends in a second taxable year, payments under Section 7(d)(i) will not commence and the First Payment Date shall not occur until the second taxable year, irrespective of when the Release actually becomes irrevocable.

Discharge Without Cause. Prior to the end of the Initial Term or any then-existing Renewal Term, the Company may discharge the Employee without Cause (as defined in paragraph (c) above) and terminate this Agreement. In such case this Agreement shall automatically terminate and the Company shall have no further obligation to the Employee or his estate, except that, subject to the provisions of Section 20 below, the Company shall continue to pay to the Employee (or his estate in the event of his subsequent death): (i) the Employee’s 's monthly Base Salary, in arrears, for a period of 18 months following the date of discharge; provided, however, that the first such payment shall be made on the Company’s 's first regular payroll date that comes after the Release is no longer revocable (the “First Payment Date”) and shall include all payments, if any, that would have otherwise been made pursuant to this Section 7(d)(i) between the date of Employee’s 's termination of employment and the First Payment Date; (ii) a pro rata amount of the annual Incentive Award at the Target goal level described in Section 5(a) aboveabove for the year in which the discharge occurred, if any, based on the number of days the Employee was employed in the year in comparison to 365, for the year of termination, which such pro rata Incentive Award payment shall be provided on the later of the first business day after the Release is no longer revocable or the payment date that an Incentive Award for the year of termination otherwise would have been payable pursuant to Section 5(a) above had Employee’s 's employment not terminated (provided, that, in no event shall such payment occur later than the date necessary to qualify such payment as a “short-term deferral” within the meaning of Treas. Reg. § 1.409A-1(b)(4)); and (iii) if if, following the date of such discharge, the Employee becomes eligible to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and properly elects such coverage, the Company shall reimburse the Employee or pay on the Employee’s 's behalf 100% of applicable medical continuation premiums for the benefit of the Employee (and his covered dependents as of the date of his termination, if any) under the Employee’s 's then-current plan election, with such coverage to be provided under the closest comparable plan as offered by the Company from time to time, for so long during the 18-month period following termination as he remains eligible for and elects COBRA coverage; provided that such reimbursement shall not be applicable until the Release becomes irrevocable and the first such reimbursement payment shall include, if applicable, all reimbursement payments that would have otherwise been made pursuant to this Section 7(d)(iii) between the date of Employee’s 's termination of employment and the date that the Release became irrevocable. The Company will also provide all salary earned by Employee through the date of termination and any applicable benefits payable under the governing provisions of any benefit plan or program of the Company. No such termination pursuant to this paragraph (d) will relieve the Employee of his obligations under Sections 6, 8 and 9 hereunder. Notwithstanding anything to the contrary in this Section 7(d) or Section 20, in the event the time period (including any applicable revocation period) prescribed by the Company for Employee’s 's execution of the Release begins in one taxable year and ends in a second taxable year, payments under Section 7(d)(i) will not commence and the First Payment Date shall not occur until the second taxable year, irrespective of when the Release actually becomes irrevocable.