Common use of Payments Upon a Termination Event Clause in Contracts

Payments Upon a Termination Event. 4.2.1 Following any termination of the Executive’s employment, the Company shall pay or provide to the Executive, or the Executive’s estate or beneficiary, as the case may be, (i) Base Salary earned through the Termination Date; (ii) the balance of any awarded but as yet unpaid, annual cash incentive or other incentive awards for any calendar year prior to the calendar year during which the Executive’s Termination Date occurs; (iii) a payment representing the Executive’s accrued but unused vacation; (iv) any vested, but not forfeited benefits on the Termination Date under the Company’s employee benefit plans in accordance with the terms of such plans; and (v) benefit continuation and conversion rights to which the Executive is entitled under the Company’s employee benefit plans. 4.2.2 Following a termination by the Company without Cause or by the Executive for Good Reason, the Company shall pay or provide to the Executive in addition to the payments in Section 4.2.1 above, (i) Base Salary at the rate in effect on the Termination Date (“Termination Base Salary Rate”), payable monthly following the Termination Date and continuing for twenty-four months thereafter; (ii) an annual cash incentive payment for the calendar year that includes the Executive’s Termination Date and the following calendar year equal to a percentage of the Termination Base Salary Rate equal to the average percentage of base salaries paid as bonuses to the executives of the Company at the Executive’s level under the Company’s annual incentive program during such applicable calendar year and payable at the time that the Company pays annual cash incentive payments to other participants in such program; (iii) two additional years of age and service to be credited under the Company’s pension plan and supplemental pension plan; (iv) two years of continued health and welfare benefit plan coverage following the Termination Date (excluding any additional vacation accrual or sick leave) at active employee levels and active employee cost; (v) except as prohibited by law, removal of transfer and other restrictions from all shares of capital stock of the Company registered in the Executive’s name; (vi) full vesting of all stock options to purchase shares of capital stock of the Company; and (vii) executive level career transition assistance services by a firm selected by the Executive and approved by the Company. Notwithstanding any other provision of this Agreement, as consideration for the pay and benefits that the Company shall provide the Executive pursuant to this Section 4.2.2, the Executive shall provide the Company an enforceable waiver and release agreement in a form that the Company normally requires.

Payments Upon a Termination Event. 4.2.1 Following any termination of the Executive’s 's employment, the Company shall pay or provide to the Executive, or the Executive’s 's estate or beneficiary, as the case may be, (i) Base Salary earned through the Termination Date; (ii) the balance of any awarded but as yet unpaid, annual cash incentive or other incentive awards for any calendar year prior to the calendar year during which the Executive’s 's Termination Date occurs; (iii) a payment representing the Executive’s 's accrued but unused vacation; (iv) any vested, but not forfeited benefits on the Termination Date under the Company’s 's employee benefit plans in accordance with the terms of such plans; and (v) benefit continuation and conversion rights to which the Executive is entitled under the Company’s 's employee benefit plans. 4.2.2 Following a termination by the Company without Cause or by the Executive for Good Reason, the Company shall pay or provide to the Executive in addition to the payments in Section 4.2.1 above, (i) Base Salary at the rate in effect on the Termination Date (“"Termination Base Salary Rate”"), payable monthly following the Termination Date and continuing for twenty-four months thereafter; (ii) an annual cash incentive payment for the calendar year that includes the Executive’s 's Termination Date and the following calendar year equal to a percentage of the Termination Base Salary Rate equal to the average percentage of base salaries paid as bonuses to the executives of the Company at the Executive’s 's level under the Company’s 's annual incentive program during such applicable calendar year and payable at the time that the Company pays annual cash incentive payments to other participants in such program; (iii) two additional years of age and service to be credited under the Company’s 's pension plan and supplemental pension plan; (iv) two years of continued health and welfare benefit plan coverage following the Termination Date (excluding any additional vacation accrual or sick leave) at active employee levels and active employee cost; (v) except as prohibited by law, removal of transfer and other restrictions from all shares of capital stock of the Company registered in the Executive’s 's name; (vi) full vesting of all stock options to purchase shares of capital stock of the Company; and (vii) executive level career transition assistance services by a firm selected by the Executive and approved by the Company. Notwithstanding any other provision of this Agreement, as consideration for the pay and benefits that the Company shall provide the Executive pursuant to this Section 4.2.2, the Executive shall provide the Company an enforceable waiver and release agreement in a form that the Company normally requires.

Payments Upon a Termination Event. 4.2.1 Following any termination of the Executive’s employment, the Company shall pay or provide to the Executive, or the Executive’s estate or beneficiary, as the case may be, : (i) Base Salary earned through the Termination Date; (ii) the balance of any awarded but as yet unpaid, annual cash incentive bonus or other incentive awards for any calendar fiscal year prior to the calendar fiscal year during which the Executive’s Termination Date occurs; (iii) a payment representing the Executive’s accrued but unused vacation; (iv) any vested, but not forfeited benefits on the Termination Date Date, under the Company’s employee benefit plans in accordance with the terms of such plans; and (viv) benefit continuation and conversion rights to which the Executive is entitled under the Company’s employee benefit plans. 4.2.2 Following termination of Executive’s employment and the Term by reason of Section 4.1.1(i) or (ii), for the fiscal year during which the Termination Date shall occur, the Executive, or his or her estate or representative, as applicable, shall receive in addition to the payments in Section 4.2.1 above, an annual cash bonus at target prorated from the first day of such fiscal year through the Termination Date. Such annual cash bonus shall be paid at the same time such annual cash bonuses are normally paid to similarly situated senior executives of the Company. 4.2.3 Following a termination by the Company without Cause or by the Executive for Good Reason, the Company shall pay or provide to the Executive in addition to the payments in Section 4.2.1 above, (i) Base Salary an annual cash bonus at target prorated from the rate in effect on first day of such fiscal year through the Termination Date (“Termination Base Salary Rate”), payable monthly following which shall be paid at the Termination Date and continuing for twenty-four months thereaftersame time as annual cash bonuses are normally paid to similarly situated executives of the Company; (ii) an Base Salary and pro-rated annual cash incentive payment for bonus at target payable in accordance with the calendar year that includes the Executive’s Termination Date and the following calendar year equal to a percentage of the Termination Base Salary Rate equal to the average percentage of base salaries paid as bonuses to the executives normal payroll cycles of the Company at for twelve months following the Executive’s level under the Company’s annual incentive program during such applicable calendar year Termination Date; and payable at the time that the Company pays annual cash incentive payments to other participants in such program; (iii) two additional years of age Company provided medical benefits for the Executive (and service to be credited under the Company’s pension plan and supplemental pension plan; (iv) two years of continued health and welfare benefit plan coverage following the Termination Date (excluding any additional vacation accrual or sick leavehis eligible dependents) at active employee levels contribution rates for twelve months following the Termination Date. COBRA coverage eligibility will be reduced during the period of severance coverage. If, and active employee cost; (v) except as prohibited only if, required by law, removal of transfer and other restrictions from all shares of capital stock of the Company registered in the Executive’s name; (vi) full vesting of all stock options to purchase shares of capital stock of the Company; and (vii) executive level career transition assistance services by a firm selected by the Executive and approved by the Company. Notwithstanding any other provision of this Agreement, as consideration for the pay and benefits that the Company shall provide not commence payment of the Executive pursuant to this amount described in Section 4.2.2, 4.2.3(ii) above until six months after the Executive shall provide the Company an enforceable waiver and release agreement in a form that the Company normally requiresTermination Date.

Payments Upon a Termination Event. 4.2.1 Following any termination of the Executive’s 's employment, the Company shall pay or provide to the Executive, or the Executive’s 's estate or beneficiary, as the case may be, (i) Base Salary earned through the Termination Date; (ii) the balance of any awarded earned but as yet unpaid, annual cash incentive or other incentive awards for any calendar year prior to the calendar year during which the Executive’s Termination Date occursawards; (iii) a payment representing the Executive’s 's accrued but unused vacation; (iv) any vested, but not forfeited benefits on the Termination Date under the Company’s 's employee benefit plans in accordance with the terms of such plans; and (v) benefit continuation and conversion rights to which the Executive is entitled under the Company’s 's employee benefit plans. 4.2.2 Following a termination by the Company without Cause or by the Executive for Good Reason, the Company shall pay or provide to the Executive in addition to the payments in Section 4.2.1 above, (i) Base Salary at the rate in effect on the Termination Date (“Termination Base Salary Rate”), payable monthly following the Termination Date and continuing for twenty-four months thereafter; (ii) an annual cash incentive payment for the calendar year that includes the Executive’s Termination Date and the following calendar year equal to a percentage of the Termination Executive's Base Salary Rate on the Termination Date equal to the average percentage of base salaries paid as bonuses to the executives of the Company at the Executive’s 's level under the Company’s 's annual incentive program during (provided, however, that if the Executive's termination under this Section 4.2.2 occurs within one year of the termination or retirement of the C.E.O., that such applicable calendar year annual incentive payment shall be no less than 60% of the Executive's Base Salary on the Termination Date), payable monthly for two years following the Termination Date; (ii) continued benefits provided under Section 3.8 and payable at perquisites under Section 3.9 for two years following the time that the Company pays annual cash incentive payments to other participants in such programTermination Date; (iii) for stock options vested on the Termination Date, Executive shall have two additional years of age and service from the Termination Date to be credited under the Company’s pension plan and supplemental pension planexercise such vested options; (iv) two years of continued health and welfare benefit plan coverage following the Termination Date (excluding any additional vacation accrual or sick leave) at active employee levels and active employee cost; (v) except as prohibited by law, removal of transfer and other restrictions from all shares of capital stock of the Company registered in the Executive’s name; (vi) full vesting of all stock options to purchase shares of capital stock of the Company; and (vii) executive level career transition assistance services by a firm selected by the Executive and approved by the Company; and (v) provided the Executive's employment is terminated pursuant to this Section 4.2.2 within one year of the termination or retirement of the C.E.O. who is C.E.O. on the Effective Date, full vesting of all granted stock options and restricted stock which the Executive may exercise for a period of two years following the Termination Date. Notwithstanding any other provision of this Agreement, as consideration for the pay and benefits that the Company shall provide the Executive pursuant to this Section Sections 4.2.2, 4.2.3 or 4.2.4, the Executive or the Executive's estate or beneficiary, as the case may be, shall provide the Company an enforceable waiver and release agreement in a form that the Company normally requires. 4.2.3 Following a termination of the Executive's employment due to death or disability, in addition to the amounts payable under Section 4.2.1, the Company shall pay or provide to the Executive, or the Executive's estate or beneficiary, as the case may be, (i) Base Salary in effect on the date of the Executive's death or disability and an annual cash incentive equal to a percentage of the Executive's Base Salary on the Termination Date equal to the average percentage of base salaries paid as bonuses to the executives of the Company at the Executive's level under the Company's annual incentive program, payable monthly for two years following the Termination Date; (ii) continued benefits provided under Section 3.8 and perquisites under Section 3.9 for two years following the Termination Date; and (iii) extended term of any stock options vested on the Executive's Termination Date. 4.2.4 In addition to the amounts payable under Section 4.2.1, if the Term of this Agreement terminates pursuant to Section 2.1(i) and the Company has not made an offer to the Executive of continuing employment for a term of at least one additional year in the position and with the base salary, annual bonus opportunity, pension and other perquisites and benefits, and other terms and conditions (except of the nature described in Sections 3.3, 3.4, 3.5 and this Section 4.2.4 and other nonrecurring items and events but specifically including, without limitation, 4.2.2 and 4.

Payments Upon a Termination Event. 4.2.1 Following any termination of the Executive’s 's employment, the Company shall pay or provide to the Executive, or the Executive’s 's estate or beneficiary, as the case may be, (i) Base Salary earned through the Termination Date; (ii) the balance of any awarded but as yet unpaid, annual cash incentive or other incentive awards for any calendar year prior to the calendar year during which the Executive’s 's Termination Date occurs; (iii) a payment representing the Executive’s 's accrued but unused vacation; (iv) any vested, but not forfeited benefits on the Termination Date under the Company’s 's employee benefit plans in accordance with the terms of such plans; and (v) benefit continuation and conversion rights to which the Executive is entitled under the Company’s 's employee benefit plans. 4.2.2 Following a termination by the Company without Cause or by the Executive for Good Reason, the Company shall pay or provide to the Executive in addition to the payments in Section 4.2.1 above, (i) Base Salary at the rate in effect on the Termination Date (“"Termination Base Salary Rate”"), payable monthly following the Termination Date and continuing for twenty-four months thereafter; (ii) an annual cash incentive payment for the calendar year that includes the Executive’s Termination Date and the following calendar year equal to a percentage of the Termination Base Salary Rate equal to the average percentage of base salaries paid as bonuses to the executives of the Company at the Executive’s level under the Company’s annual incentive program during such applicable calendar year and payable at the time that the Company pays annual cash incentive payments to other participants in such program; (iii) two additional years of age and service to be credited under the Company’s pension plan and supplemental pension plan; (iv) two years of continued health and welfare benefit plan coverage following the Termination Date (excluding any additional vacation accrual or sick leave) at active employee levels and active employee cost; (viii) except as prohibited by law, removal of transfer and other restrictions from all shares of capital stock of the Company registered in the Executive’s 's name; (viiv) full vesting of all stock options to purchase shares of capital stock of the Company; (v) continued use for up to 12 weeks of any Company-provided vehicle provided to Executive in accordance with Section 3.6 above, and (viivi) executive level career transition assistance services by a firm selected by the Executive and approved by the CompanyCompany at a cost not to exceed a total of $8,000. Notwithstanding any other provision of this Agreement, as consideration for the pay and benefits that the Company shall provide the Executive pursuant to this Section 4.2.2, the Executive shall provide the Company an enforceable waiver and release agreement in a form that the Company normally requires.

Payments Upon a Termination Event. 4.2.1 Following any termination of the Executive’s employment, the Company shall pay or provide to the Executive, or the Executive’s estate or beneficiary, as the case may be, (i) Base Salary earned through the Termination Date; (ii) the balance of any awarded but as yet unpaid, annual cash incentive or other incentive awards for any calendar year prior to the calendar year during which the Executive’s Termination Date occurs; (iii) a payment representing the Executive’s accrued but unused vacation; (iv) any vested, but not forfeited benefits on the Termination Date under the Company’s employee benefit plans in accordance with the terms of such plans; and (v) benefit continuation and conversion rights to which the Executive is entitled under the Company’s employee benefit plans. 4.2.2 Following a termination by the Company without Cause or by the Executive for Good Reason, the Company shall pay or provide to the Executive in addition to the payments in Section 4.2.1 above, (i) Base Salary at the rate in effect on the Termination Date (“Termination Base Salary Rate”), payable monthly following the Termination Date and continuing for twenty-four months thereafter; (ii) an annual cash incentive payment for the calendar year that includes the Executive’s Termination Date and the following calendar year equal to a percentage of the Termination Base Salary Rate equal to the average percentage of base salaries paid as bonuses to the executives of the Company at the Executive’s level under the Company’s annual incentive program during such applicable calendar year and payable at the time that the Company pays annual cash incentive payments to other participants in such program; (iii) two additional years of age and service to be credited under the Company’s pension plan and supplemental pension plan; (iv) two years of continued health and welfare benefit plan coverage following the Termination Date (excluding any additional vacation accrual or sick leave) at active employee levels and active employee cost; (viv) except as prohibited by law, removal of transfer and other restrictions from all shares of capital stock of the Company registered in the Executive’s name; (vi) full vesting of all stock options to purchase shares of capital stock of the Company; and (viiv) executive level career transition assistance services by a firm selected by the Executive and approved by the CompanyCompany in an amount not to exceed $8,000.00. Notwithstanding any other provision of this Agreement, as consideration for the pay and benefits that the Company shall provide the Executive pursuant to this Section 4.2.2, the Executive shall provide the Company an enforceable waiver and release agreement in a form that the Company normally requires.

Payments Upon a Termination Event. 4.2.1 Following any termination of the Executive’s 's employment, the Company shall pay or provide to the Executive, or the Executive’s 's estate or beneficiary, as the case may be, (i) Base Salary earned through the Termination Date; (ii) the balance of any awarded but as yet unpaid, annual cash incentive or other incentive awards for any calendar year prior to the calendar year during which the Executive’s 's Termination Date occurs; (iii) a payment representing the Executive’s 's accrued but unused vacation; (iv) any vested, but not forfeited benefits on the Termination Date under the Company’s 's employee benefit plans in accordance with the terms of such plans; and (v) benefit continuation and conversion rights to which the Executive is entitled under the Company’s 's employee benefit plans. 4.2.2 Following a termination by the Company without Cause or by the Executive for Good Reason, the Company shall pay or provide to the Executive in addition to the payments in Section 4.2.1 above, (i) Base Salary at the rate in effect on the Termination Date (“"Termination Base Salary Rate”"), payable monthly following the Termination Date and continuing for twenty-four months thereafter; (ii) an annual cash incentive payment for the calendar year that includes the Executive’s 's Termination Date and the following calendar year equal to a percentage of the Termination Base Salary Rate equal to the average percentage of base salaries paid as bonuses to the executives of the Company at the Executive’s 's level under the Company’s 's annual incentive program during such applicable calendar year and payable at the time that the Company pays annual cash incentive payments to other participants in such program; (iii) two additional years of age and service to be credited under the Company’s 's pension plan and supplemental pension plan; (iv) two years of continued health and welfare benefit plan coverage following the Termination Date (excluding any additional vacation accrual or sick leave) at active employee levels and active employee cost; (v) except as prohibited by law, removal of transfer and other restrictions from all shares of capital stock of the Company registered in the Executive’s 's name; (vi) full vesting of all stock options to purchase shares of capital stock of the Company; and (vii) executive level career transition assistance services by a firm selected by the Executive and approved by the CompanyCompany and in an amount not to exceed $8,000. Notwithstanding any other provision of this Agreement, as consideration for the pay and benefits that the Company shall provide the Executive pursuant to this Section 4.2.2, the Executive shall provide the Company an enforceable waiver and release agreement in a form substantially similar to that the Company normally requiresattached as Attachment B to this Agreement.