Payments Upon Certain Terminations. In the event Employee’s employment hereunder is terminated without Cause or by the Employee for Good Reason, the Company shall have no further obligation to make any payments to Employee hereunder except for unpaid salary, bonus or unreimbursed expenses that have accrued but have not been paid as of the date of termination, plus, as and for severance benefits (the “Severance Benefits”): (i) the Company shall continue to pay to Employee, on a monthly basis, the Base Salary as set forth in Paragraph 2(a) hereof in effect at the time of termination less withholding as required by law, for twelve (12) months following the date of termination; (ii) the Employee shall receive a pro rata portion of the incentive bonus in respect of that year that the Employee would have received had his employment not terminated based upon the EBITDA of the Company and/or the Home and Garden Division of the Company, as may be applicable to Employee’s incentive bonus, at the time of Employee’s termination of employment without Cause or Employee’s termination of this Agreement with Good Reason, as the case may be. Payment of any sum owed to Employee hereunder shall be paid on or before the 30th day following such termination of employment. As used herein, “EBITDA” is defined to mean net income from continuing operations before interest expense, income taxes, depreciation and amortization, excluding any non-recurring or extraordinary items, as determined in accordance with generally accepted accounting principles (“GAAP”), consistently applied, as reasonably determined by the Company.
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Payments Upon Certain Terminations. In the event Employee’s employment hereunder is terminated (i) If Employer has provided Executive Notice of Termination without Cause or Executive terminates his employment for Good Reason, Employer shall pay to Executive as severance:
(1) his Base Salary for one year from the date of such termination or, if longer, for the period from such date of termination through the expiration of the Term specified in Section 1 of Attachment A to this Agreement, and
(2) the product of
(i) the amount of incentive compensation that would have been payable to Executive for the calendar year in which his employment terminates if he had remained employed for the entire calendar year and assuming that all applicable performance objectives had been achieved at target, multiplied by
(ii) a fraction, the numerator of which is equal to the number of days in such calendar year that precede (x) if a termination Without Cause, the date of the Notice of Termination, or (y) if a termination by the Employee Executive for Good Reason, the Company Date of Termination, and the denominator of which is 365; except that, in the case of any termination occurring in 1998 after a Sale, the amount payable as incentive compensation for 1998, determined and payable under Section 4(b)(ii) hereof, shall have no further obligation be paid to make Executive in lieu of any payments payment pursuant to this subparagraph (2). In consideration of such severance benefits, Employee hereunder except for unpaid salary, bonus or unreimbursed expenses that have accrued but have not been paid as of the date of termination, plus, as and for severance benefits (the “Severance Benefits”):
agrees to (i) waive all rights to post termination benefits, other than vested stock options and pension, if any, after the Company shall continue to pay to Employeetermination date, on a monthly basis, the Base Salary as set forth in Paragraph 2(a) hereof in effect at the time of termination less withholding as required by law, for twelve (12) months following the date of termination;
(ii) the Employee shall receive waive any claims to other severance or termination benefits and (iii) execute a pro rata portion of the incentive bonus in respect of that year that the Employee would have received had his employment not terminated based upon the EBITDA of the Company and/or the Home and Garden Division of the Company, as may be applicable to Employee’s incentive bonus, at the time of Employee’s termination of employment without Cause or Employee’s termination of this Agreement with Good Reason, as the case may be. Payment of any sum owed to Employee hereunder shall be paid on or before the 30th day following such termination of employment. As used herein, “EBITDA” is defined to mean net income reasonable release releasing Employer from continuing operations before interest expense, income taxes, depreciation and amortization, excluding any non-recurring or extraordinary items, as determined in accordance with generally accepted accounting principles (“GAAP”), consistently applied, as reasonably determined by the Company.all claims including
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