Common use of Severance Upon Termination Clause in Contracts

Severance Upon Termination. (a) Upon the termination of Employee's employment for any reason, Employee shall be entitled to (i) his salary accrued through the date of termination, (ii) the ability to utilize any accrued but unused vacation prior to the effective date of termination, (iii) reimbursement of expenses properly incurred prior to the date of termination, (iv) except in the case of termination for Cause or resignation without Good Reason, unpaid and earned, if any, quarterly bonus payments for quarters ended prior to the date of termination, and (v) any (benefits payable upon termination of employment under any employee benefit plan or policy maintained by the Company (except for any severance plan or policy) (the “Accrued Benefits”). (b) Upon termination of Employee's employment under this Agreement by the Company without Cause, or by Employee for Good Reason, then, in addition to the Accrued Benefits but in lieu of any further salary, bonus, or other payments for periods subsequent to the Date of Termination, the Company shall (i) pay to the Employee severance equal to twelve months of his annual base salary at the rate in effect at the rate in effect at the time of termination (but disregarding any decrease that constituted Good Reason), which shall be made according to the Company's normal payroll process spread out equally over the severance period, (ii) pay to Employee an amount equal to his target annual bonus (disregarding any decrease that constituted Good Reason) for the year of termination pro rated through the date of termination, and reduced by any quarterly payments previously received for the same year, payable at the time specified by the terms of any bonus plan then in effect, and (iii) continue, at its cost, the Company portion of the current medical and dental coverage elected by Employee and his eligible dependents, as of the date of termination for the duration of the severance period. Employee will be required to sign up and elect COBRA benefits in order to be eligible for continued coverage under this Agreement and to pay any employee portion of the coverage. Material violation of this Agreement or the Business Protection Agreement and/or failure to sign the Release and Waiver Agreement shall immediately relieve the Company from its payment obligation under this paragraph and entitle it to recover any amounts paid under this paragraph. This Section 9 shall be read in conjunction with Section 8, and entitles the Employee to a maximum of twelve months salary, bonus amounts if any, and benefits under this Agreement in addition to the Accrued Benefits. (c) If the Company terminates the Employee's employment during the term of this Agreement for Cause or if the Employee terminates his employment for any reason, then the Company shall have no further payment obligations to Employee other than the Accrued Benefits. (d) For avoidance of doubt, in the event of Employee's death during the severance period, any remaining severance payments would be paid to his estate. (e) Each separate payment of severance pay, including the amount payable on each payroll date, shall be considered a separate “payment” for purposes of §409A of the Internal Revenue Code and the regulations thereunder. In the event that the termination of Employee's employment does not constitute a “separation from service” for purposes of §409A, Employee's right to all amounts payable upon such termination of employment shall vest upon termination, but payment of all amounts that constitute deferred compensation subject to §409A (taking into account all applicable exceptions) shall be deferred and paid in a lump sum without interest upon the date on which Employee incurs a separation from service as so defined (or the first day of the seventh month following such date if the following sentence applies), or if earlier the date of his death. In the event that at the time he incurs a separation from service as so defined Employee is a “specified employee” of the Company as defined in §409A, then any amounts that constitute deferred compensation subject to §409A (taking into account all applicable exceptions), and that would otherwise be payable by reason of such separation from service within the six months following the separation from service, shall be deferred and paid in a lump sum, without interest, on the first day of the seventh month following the separation from service, or if earlier on the date of Employee's death.

Severance Upon Termination. (a) Upon the termination of Employee's employment for any reason, Employee shall be entitled to (i) his salary accrued through the date of termination, (ii) the ability to utilize any accrued but unused vacation prior to the effective date of termination, (iii) reimbursement of expenses properly incurred prior to the date of termination, (iv) except in the case of termination for Cause or resignation without Good Reason, unpaid and earned, if any, quarterly bonus payments for quarters ended prior to the date of termination, and (v) any (benefits payable upon termination of employment under any employee benefit plan or policy maintained by the Company (except for any severance plan or policy) (the “Accrued Benefits”). (b) Upon termination of Employee's ’s employment under this Agreement by the Company without Cause, Cause or by Employee for Good Reason, then, in addition to the Accrued Benefits but in lieu of any further salary, bonus, or other payments for periods subsequent to the Date of Termination, the Company shall (i) pay to the Employee severance equal to twelve six months of his average monthly annual base salary at the rate in effect at the rate in effect at the time of termination (but disregarding any decrease that constituted Good Reason), which salary. Such severance payment shall be made according to the Company's ’s normal payroll process spread out equally over the severance period, (ii) pay to Employee an amount equal to his target annual bonus (disregarding any decrease that constituted Good Reason) for the year of termination pro rated through the date of termination, and reduced by any quarterly payments previously received for the same year, payable at the time specified by the terms of any bonus plan then in effect, and (iii) . Company will also continue, at its cost, the Company portion of the current medical and dental coverage elected by Employee and his eligible dependents, as of the date of termination for the duration of the severance period. Employee will be required to timely sign up and elect COBRA benefits in order to be eligible for continued coverage under this Agreement and to pay any employee portion of the coverage. Material violation Violation of this Agreement or the Business Protection Agreement and/or failure to sign the Release and Waiver Agreement shall immediately relieve the Company from its payment obligation under this paragraph and entitle it to recover any amounts paid under this paragraph. This Section 9 shall be read in conjunction with Section 8, and entitles the Employee to a maximum of twelve months salary, bonus amounts if any, six month salary and benefits under this Agreement in addition to the Accrued BenefitsAgreement. (cb) If the Company terminates the Employee's ’s employment during the term of this Agreement for Cause or if the Employee terminates his employment for any reasonreason other than Good Reason, then the Company shall have no further payment obligations to Employee. (c) Except as it relates to the receipt of severance (which shall be solely granted under the terms of this Agreement), this Agreement shall not affect any payments due to Employee other than under applicable law as a result of the Accrued Benefitstermination of his employment (such as payment of earned wages). (d) For avoidance of doubt, The severance amounts in Section 9(a) will immediately cease in the event that Employee becomes employed at any time during the severance period at a monthly base salary rate equal to or greater than the monthly base salary rate paid by the Company as of Employee's death the date of termination. In the event the Employee is employed during that severance period at a monthly base salary rate less than the monthly base salary rate previously paid by the Company, Employee will be provided a maximum severance benefit in the amount of the difference between the 6 months average monthly annual base salary paid by the Company and the 6 months average monthly annual base salary paid, or to be paid, by the subsequent Employer over the severance period. In either event continued health care benefits will cease if Employee accepts employment during the severance period following termination with Company. Following termination by the Company and during the severance period, any remaining severance payments would be paid Employee will exercise reasonable efforts to his estate. (e) Each separate payment of severance payseek, including the amount payable on each payroll date, shall be considered a separate “payment” for purposes of §409A of the Internal Revenue Code and the regulations thereunder. In the event that the termination of Employee's employment does not constitute a “separation from service” for purposes of §409A, Employee's right to all amounts payable upon such termination of employment shall vest upon termination, but payment of all amounts that constitute deferred compensation subject to §409A (taking into account all applicable exceptions) shall be deferred and paid in a lump sum without interest upon the date on which Employee incurs a separation from service as so defined (or the first day of the seventh month following such date if the following sentence applies), or if earlier the date of his death. In the event that at the time he incurs a separation from service as so defined Employee is a “specified employee” of the Company as defined in §409A, then any amounts that constitute deferred compensation subject to §409A (taking into account all applicable exceptions)obtain, and that would otherwise be payable by reason of such separation from service within the six months following the separation from service, shall be deferred and paid in a lump sum, without interest, on the first day of the seventh month following the separation from service, or if earlier on the date of Employee's deathaccept comparable employment.

Severance Upon Termination. (a) Upon the termination of Employee's employment for any reason, Employee shall be entitled to (i) his salary accrued through the date of termination, (ii) the ability to utilize any accrued but unused vacation prior to the effective date of termination, (iii) reimbursement of expenses properly incurred prior to the date of termination, (iv) except in the case of termination for Cause or resignation without Good Reason, unpaid and earned, if any, quarterly bonus payments for quarters ended prior to the date of termination, and (v) any (benefits payable upon termination of employment under any employee benefit plan or policy maintained by the Company (except for any severance plan or policy) (the “Accrued Benefits”). (b) Upon termination of Employee's employment under this Agreement by the Company without Cause, Cause or by Employee for Good ReasonReason (as defined hereunder), then, in addition to the Accrued Benefits but in lieu of any further salary, bonus, or other payments for periods subsequent to the Date of Termination, the Company shall (i) pay to the Employee severance equal to twelve 4 months of his annual base salary at the rate in effect at the rate then in effect at the time of termination (but disregarding any decrease that constituted Good Reason), which Notice of Termination. Such severance payment shall be made according to the Company's normal payroll process spread out equally over the severance period, (ii) pay to Employee an amount equal to his target annual bonus (disregarding any decrease that constituted Good Reason) for the year of termination pro rated through the date of termination, and reduced by any quarterly payments previously received for the same year, payable at the time specified by the terms of any bonus plan then in effect, and (iii) . Company will also continue, at its cost, the Company portion of the current medical and dental coverage elected by the Employee and his eligible dependents, as of the date of termination for the duration of the severance period. Employee will be required to sign up and elect COBRA benefits in order to be eligible for continued coverage under this Agreement and to pay any employee portion of the coverageAgreement. Material violation Violation of this Agreement or the Business Protection Agreement and/or failure to sign the Release and Waiver Agreement shall immediately relieve the Company from its payment obligation under this paragraph and entitle it to recover any amounts paid under this paragraph. This Section 9 2 shall be read in conjunction with Section 81(d), and entitles the Employee to a maximum of twelve 4 months salary, bonus amounts if anybenefits, and benefits or notice under this Agreement in addition Agreement. Hence, if an employee is relieved of duties and receives payments or continued benefits during the Notice Period, then such pay shall count as severance for the purposes of determining the amount to be paid under 2(a) and shall count against the Accrued Benefitstotal period of continued benefits. (cb) If the Company terminates the Employee's employment during the term of this Agreement for Cause or if the Employee terminates his employment other than for any reasonGood Reason, then the Company shall have no further payment obligations to Employee other than the Accrued BenefitsEmployee. (dc) For avoidance of doubt, The severance amounts in Section 2(a) will immediately cease in the event that Employee becomes employed at any time during the severance period at a monthly base salary rate equal to or greater than the monthly base salary rate paid by the Company as of Employee's death the date of termination. In the event the Employee is employed during that severance period at a monthly base salary rate less than the monthly base salary rate previously paid by the Company, Employee will be provided a maximum severance benefit in the amount of the difference between the 4 months average monthly annual base salary paid by the Company and the 4 months average monthly annual base salary paid, or to be paid, by the subsequent Employer over the severance period. In either event continued health care benefits will cease if Employee accepts employment during the severance period following termination with Company. Following termination by the Company and during the severance period, any remaining severance payments would be paid Employee will exercise reasonable efforts to his estate. (e) Each separate payment of severance payseek, including the amount payable on each payroll date, shall be considered a separate “payment” for purposes of §409A of the Internal Revenue Code and the regulations thereunder. In the event that the termination of Employee's employment does not constitute a “separation from service” for purposes of §409A, Employee's right to all amounts payable upon such termination of employment shall vest upon termination, but payment of all amounts that constitute deferred compensation subject to §409A (taking into account all applicable exceptions) shall be deferred and paid in a lump sum without interest upon the date on which Employee incurs a separation from service as so defined (or the first day of the seventh month following such date if the following sentence applies), or if earlier the date of his death. In the event that at the time he incurs a separation from service as so defined Employee is a “specified employee” of the Company as defined in §409A, then any amounts that constitute deferred compensation subject to §409A (taking into account all applicable exceptions)obtain, and that would otherwise be payable by reason of such separation from service within the six months following the separation from service, shall be deferred and paid in a lump sum, without interest, on the first day of the seventh month following the separation from service, or if earlier on the date of Employee's deathaccept comparable employment.

Severance Upon Termination. (a) Upon the termination of Employee's employment for any reason, Employee shall be entitled to (i) his salary accrued through the date of termination, (ii) the ability to utilize any accrued but unused vacation prior to the effective date of termination, (iii) reimbursement of expenses properly incurred prior to the date of termination, (iv) except in the case of termination for Cause or resignation without Good Reason, unpaid and earned, if any, quarterly bonus payments for quarters ended prior to the date of termination, and (v) any (benefits payable upon termination of employment under any employee benefit plan or policy maintained by the Company (except for any severance plan or policy) (the “Accrued Benefits”). (b) Upon termination of Employee's ' s employment under this Agreement by the Company without Cause, or by Employee for Good Reason, then, in addition to the Accrued Benefits but in lieu of any further salary, bonus, or other payments for periods subsequent to the Date of Termination, the Company shall (i) pay to the Employee severance equal to twelve four months of his average monthly annual base salary at the rate then in effect at the rate in effect at the time of termination (but disregarding any decrease that constituted Good Reason), which effect1• Such severance payment shall be made according to the Company's normal payroll process spread out equally over the severance period, (ii) pay to Employee an amount equal to his target annual bonus (disregarding any decrease that constituted Good Reason) for the year of termination pro rated through the date of termination, and reduced by any quarterly payments previously received for the same year, payable at the time specified by the terms of any bonus plan then in effect, and (iii) . Company will also continue, at its cost, the Company portion of the current medical and dental coverage elected 1 The average annual monthly base salary shall be calculated using the average of the cash compensation received by Employee and his eligible dependents, as of in the date of termination for the duration of the severance period. Employee will be required to sign up and elect COBRA benefits in order to be eligible for continued coverage under this Agreement and to pay any employee portion of the coverage. Material violation of this Agreement or the Business Protection Agreement and/or failure to sign the Release and Waiver Agreement shall immediately relieve the Company from its payment obligation under this paragraph and entitle it to recover any amounts paid under this paragraph. This Section 9 shall be read in conjunction with Section 8, and entitles the Employee to a maximum of twelve months salary, bonus amounts if any, and benefits under this Agreement in addition prior to the Accrued Benefits.Date ofTe1mination. 2 (cb) If the Company terminates the Employee's employment during the term of this Agreement for Cause or if the Employee terminates his her employment for any reason, then the Company shall have no further payment obligations to Employee. (c) Except as it relates to the receipt of severance (which shall be solely granted under the tenns of this Agreement), this Agreement shall not affect any payments due to Employee other than under applicable law as a result of the Accrued Benefitstermination of his employment (such as payment of earned wages). (d) For avoidance of doubt, The severance amounts in Section 8(a) will immediately cease in the event that Employee becomes employed at any time during the severance period at a monthly base salary rate equal to or greater than the monthly base salary rate paid by the Company as of Employee's death the date of termination. ln the event the Employee is employed during that severance period at a monthly base salary rate less than the monthly base salary rate previously paid by the Company, Employee will be provided a maximum severance benefit in the amount of the difference between the 4 months average monthly annual base salary paid by the Company and the 4 months average monthly annual base salary paid, or to be paid, by the subsequent Employer over the severance period. In either event continued health care benefits will cease if Employee accepts employment during the severance period following termination with Company. Following tennination by the Company and during the severance period, any remaining severance payments would be paid Employee will exercise reasonable efforts to his estate. (e) Each separate payment of severance payseek, including the amount payable on each payroll date, shall be considered a separate “payment” for purposes of §409A of the Internal Revenue Code and the regulations thereunder. In the event that the termination of Employee's employment does not constitute a “separation from service” for purposes of §409A, Employee's right to all amounts payable upon such termination of employment shall vest upon termination, but payment of all amounts that constitute deferred compensation subject to §409A (taking into account all applicable exceptions) shall be deferred and paid in a lump sum without interest upon the date on which Employee incurs a separation from service as so defined (or the first day of the seventh month following such date if the following sentence applies), or if earlier the date of his death. In the event that at the time he incurs a separation from service as so defined Employee is a “specified employee” of the Company as defined in §409A, then any amounts that constitute deferred compensation subject to §409A (taking into account all applicable exceptions)obtain, and that would otherwise be payable by reason of such separation from service within the six months following the separation from service, shall be deferred and paid in a lump sum, without interest, on the first day of the seventh month following the separation from service, or if earlier on the date of Employee's deathaccept comparable employment.