Common use of Termination Compensation Clause in Contracts

Termination Compensation. In the event of a termination of this Agreement pursuant to Section 5(a)(i), 5(a)(iii) or 5(b)(i) hereof, Employer shall pay to Executive, within thirty (30) days of termination, an amount in one lump sum ("Termination Compensation") equal to (i) in the case of a termination pursuant to Section 5(a)(i) or 5(a)(iii) hereof, Executive's annual Base Compensation as of the effective date of such termination, or (ii) in the case of a termination pursuant to Section 5(b)(i) hereof, two times (A) the average annual Base Compensation paid or payable to Executive for or with respect to the two full calendar years immediately preceding the calendar year in which the date of termination occurs, plus (B) the average annual Performance Bonus Distribution paid or payable to Executive for or with respect to the two full calendar years immediately preceding the calendar year in which the date of termination occurs. For purposes of calculating Employee's Termination Compensation pursuant to clause (ii) above, if the termination takes place prior to December 31, 1999, the Termination Compensation for any applicable calendar year in which the termination takes place shall be determined as follows: (1) if the termination takes place on or prior to December 31, 1997, the full Termination Compensation described in clause (d)(ii) above shall be deemed to be 350% of Executive's Base Compensation for the Initial Bonus Period; (2) if the termination takes place after December 31, 1997 but on or prior to December 31, 1998, the Performance Bonus Distribution component of the Termination Compensation calculation described in clause (d)(ii) above shall be deemed to be two times the average of (A) the amount of the Performance Bonus Distribution paid to Executive or to which Executive is entitled for the Initial Bonus Period pursuant to Section 3(b) hereof and (B) the greater of (1) 75% of Executive's Base Compensation for the 1998 calendar year or (2) 133% the Performance Bonus Distribution paid to Executive or to which Executive is entitled for the Initial Bonus Period pursuant to Section 3(b) hereof; or (3) if the termination takes place after December 31, 1998 but on or prior to December 31, 1999, the Performance Bonus Distribution component of the Termination Compensation calculation described in clause (d)(ii) above shall be deemed to be two times the average of (A) 133% of the Performance Bonus Distribution paid to Executive or to which Executive is entitled for the Initial Bonus Period pursuant to Section 3(b) hereof and (B) the Performance Bonus Distribution paid to Executive or to which Executive is entitled for the 1998 calendar year pursuant to Section 3(b) hereof.

Termination Compensation. In the event of a termination of this Agreement pursuant to Section 5(a)(i), 5(a)(iii5(b)(i) or 5(b)(i5(d) hereof, Employer shall pay to Executive, within thirty (30) days of termination, an amount in one lump sum ("Termination Compensation") equal to (i) in the case of a termination pursuant to Section 5(a)(i) or 5(a)(iii5(d) hereof, Executive's annual Base Compensation as of the effective date of such termination, or (ii) in the case of a termination pursuant to Section 5(b)(i) hereof, two times (A) the average annual Base Compensation paid or payable to Executive for or with respect to the two full calendar years immediately preceding the calendar year in which the date of termination occurs, plus (B) the average annual Performance Bonus Distribution paid or payable to Executive for or with respect to the two full calendar years immediately preceding the calendar year in which the date of termination occurs. For purposes of calculating Employee's Termination Compensation pursuant to clause (ii) above, if the termination takes place prior to December 31, 1999, the Termination Compensation for any applicable calendar year in which the termination takes place shall be determined as follows: (1) if the termination takes place on or prior to December 31, 19971998, the full Termination Compensation described in clause (d)(ii) above shall be deemed to be 350% of Executive's Base Compensation for the Initial Bonus Period; (2) if the termination takes place after December 31, 1997 but on or prior to December 31, 1998, the Performance Bonus Distribution component of the Termination Compensation calculation described in clause (d)(ii) above shall be deemed to be two times the average of (A) the amount of the Performance Bonus Distribution paid to Executive or to which Executive is entitled for the Initial Bonus Period pursuant to Section 3(b) hereof and (B) the greater of (1) 75% of Executive's Base Compensation for the 1998 calendar year or (2) 133% the Performance Bonus Distribution paid to Executive or to which Executive is entitled for the Initial Bonus Period pursuant to Section 3(b) hereofyear; or (32) if the termination takes place after December 31, 1998 but on or prior to December 31, 1999, the Performance Bonus Distribution component of the Termination Compensation calculation described in clause (d)(ii) above shall be deemed to be two times the average of (A) 133% the amount of the Performance Bonus Distribution paid to Executive or to which Executive is entitled for the Initial Bonus Period 1998 calendar year pursuant to Section 3(b) hereof and (B) the greater of (1) 75% of Executive's Base Compensation for the 1998 calendar year or (2) 133% of the Performance Bonus Distribution paid to Executive or to which Executive is entitled for the 1998 calendar year pursuant to Section 3(b) hereof.

Termination Compensation. In the event of a termination of this Agreement pursuant to Section 5(a)(i), 5(a)(iii) or 5(b)(i) hereof, Employer shall pay to Executive, within thirty (30) days of termination, an amount in one lump sum ("Termination Compensation") equal to (i) in the case of a termination pursuant to Section 5(a)(i) or 5(a)(iii) hereof, Executive's annual Base Compensation as of the effective date of such termination, or (ii) in the case of a termination pursuant to Section 5(b)(i) hereof, two times (A) the average annual Base Compensation paid or payable to Executive for or with respect to the two full calendar years immediately preceding the calendar year in which the date of termination occurs, plus (B) the average annual Performance Bonus Distribution paid or payable to Executive for or with respect to the two full calendar years immediately preceding the calendar year in which the date of termination occurs. For purposes of calculating Employee's Termination Compensation pursuant to clause (ii) above, if the termination takes place prior to December 31, 1999, the Termination Compensation for any applicable calendar year in which the termination takes place shall be determined as follows: (1) if the termination takes place on or prior to December 31, 19971998, the full Termination Compensation described in clause (d)(ii) above shall be deemed to be 350% of Executive's Base Compensation for the Initial Bonus Period; (2) if the termination takes place after December 31, 1997 but on or prior to December 31, 1998, the Performance Bonus Distribution component of the Termination Compensation calculation described in clause (d)(ii) above shall be deemed to be two times the average of (A) the amount of the Performance Bonus Distribution paid to Executive or to which Executive is entitled for the Initial Bonus Period pursuant to Section 3(b) hereof and (B) the greater of (1) 75% of Executive's Base Compensation for the 1998 calendar year or (2) 133% the Performance Bonus Distribution paid to Executive or to which Executive is entitled for the Initial Bonus Period pursuant to Section 3(b) hereofyear; or (32) if the termination takes place after December 31, 1998 but on or prior to December 31, 1999, the Performance Bonus Distribution component of the Termination Compensation calculation described in clause (d)(ii) above shall be deemed to be two times the average of (A) 133% the amount of the Performance Bonus Distribution paid to Executive or to which Executive is entitled for the Initial Bonus Period 1998 calendar year pursuant to Section 3(b) hereof and (B) the greater of (1) 75% of Executive's Base Compensation for the 1998 calendar year or (2) 133% of the Performance Bonus Distribution paid to Executive or to which Executive is entitled for the 1998 calendar year pursuant to Section 3(b) hereof.

Termination Compensation. In the event of a termination of this Agreement pursuant to Section 5(a)(i), 5(a)(iii5(b)(i) or 5(b)(i5(d) hereof, Employer shall pay to Executive, within thirty (30) days of termination, an amount in one lump sum ("Termination Compensation") equal to (i) in the case of a termination pursuant to Section 5(a)(i) or 5(a)(iii5(d) hereof, the greater of (A) Executive's annual Base Compensation as of the effective date of such termination, or (B) 50% of the product of (1) Executive's annual Base Compensation as of the effective date of such termination times (2) a fraction, the numerator of which is the number of days between such date of termination and expiration of the Employment Term and the denominator of which is 365 or (ii) in the case of a termination pursuant to Section 5(b)(i) hereof, two times (A) the average annual Base Compensation paid or payable to Executive for or with respect to the two full calendar years immediately preceding the calendar year in which the date of termination occurs, plus (B) the average annual Performance Bonus Distribution paid or payable to Executive for or with respect to the two full calendar years immediately preceding the calendar year in which the date of termination occurs. For purposes of calculating Employee's Termination Compensation pursuant to clause (ii) above, if the termination takes place prior to December 31, 1999, the Termination Compensation for any applicable calendar year in which the termination takes place shall be determined as follows: (1) if the termination takes place on or prior to December 31, 1997, the full Termination Compensation described in clause (d)(iie)(ii) above shall be deemed to be 350% of Executive's Base Compensation for the Initial Bonus Period; (2) if the termination takes place after December 31, 1997 but on or prior to December 31, 1998, the Performance Bonus Distribution component of the Termination Compensation calculation described in clause (d)(iie)(ii) above shall be deemed to be two times the average of (A) the amount of the Performance Bonus Distribution paid to Executive or to which Executive is entitled for the Initial Bonus Period pursuant to Section 3(b) hereof and (B) the greater of (1) 75% of Executive's Base Compensation for the 1998 calendar year or (2) 133% the Performance Bonus Distribution paid to Executive or to which Executive is entitled for the Initial Bonus Period pursuant to Section 3(b) hereof; or (3) if the termination takes place after December 31, 1998 but on or prior to December 31, 1999, the Performance Bonus Distribution component of the Termination Compensation calculation described in clause (d)(iie)(ii) above shall be deemed to be two times the average of (A) 133% of the Performance Bonus Distribution paid to Executive or to which Executive is entitled for the Initial Bonus Period pursuant to Section 3(b) hereof and (B) the Performance Bonus Distribution paid to Executive or to which Executive is entitled for the 1998 calendar year pursuant to Section 3(b) hereof.

Termination Compensation. In Upon termination of this Agreement pursuant ------------------------ to Section 6(a) hereof, Employee shall be entitled to receive the unpaid compensation accrued to Employee for performance rendered under this Agreement as of the date of termination. Further, in the event of a termination of this Agreement pursuant to Section 5(a)(i6(a)(iv) or 6(a)(v), 5(a)(iiithe following provisions shall apply: (i) or 5(b)(iIf such termination is within the first twenty-four (24) hereofmonths after the effective date of this Agreement, Employer the Company shall (w) continue to pay to ExecutiveEmployee all amounts due to be paid to the Employee as salary during the twenty-four (24) months immediately following the date of termination as if Employee were still an employee of the Company; (x) pay to Employee, within thirty sixty (3060) days after the effective date of termination, an amount in one lump sum ("Termination Compensation") equal to the aggregate amount of performance bonuses awarded to Employee during the two (i2) in the case of a termination pursuant to Section 5(a)(i) or 5(a)(iii) hereof, Executive's annual Base Compensation as of full fiscal years immediately preceding the effective date of such termination (2); (y) continue to provide to Employee medical, disability and life insurance benefits, subject to normal employee contributions, for twenty-four (24) months following the date of termination as if Employee were still an employee of the Company and (z) provide outplacement services, with a nationally-recognized outplacement firm, to Employee for a period not to exceed twenty-four (24) months following the date of termination, or ; (ii) in If such termination is later than twenty-four (24) months after the case effective date of a termination pursuant this Agreement, the Company shall (w), continue to Section 5(b)(i) hereof, two times (A) the average annual Base Compensation pay to Employee all amounts due to be paid or payable to Executive for or with respect to the Employee as salary (but not performance bonuses) during the twelve (12) months immediately following the date of termination as if Employee were still an employee of the Company; (x) pay to Employee, within sixty (60) days after the effective date of termination, an amount equal to the aggregate amount of performance bonuses awarded to Employee during the two (2) full calendar fiscal years immediately preceding the calendar year in which effective date of termination divided by two (2); (y) continue to provide to Employee medical, disability and life insurance benefits, subject to normal employee contributions, for twelve (12) months following the date of termination occursas if Employee were still an employee of the Company and (z) provide outplacement services to Employee, plus with a nationally-recognized outplacement firm, for a period not to exceed twelve (B12) months following the average annual Performance Bonus Distribution paid or payable to Executive for or with respect to date of termination. (iii) Further, in the event of such termination Company shall accelerate vesting of stock options awarded under the National Data Corporation 1997 Employee Stock Option Plan which would have vested within two full calendar (2) years immediately preceding the calendar year in which after the date of termination occurs. For purposes of calculating Employee's Termination Compensation pursuant to clause employment hereunder; and (iv) In the event Employee commences new full-time regular employment, (x) any payments remaining unpaid under paragraphs (i) and (ii) above, if the termination takes place prior to December 31, 1999, the Termination Compensation for any applicable calendar year in which the termination takes place shall be determined as follows: (1) if the termination takes place on or prior to December 31, 1997, the full Termination Compensation described in clause (d)(ii) immediately above shall be deemed to be 350% of Executive's Base Compensation for the Initial Bonus Period; reduced by fifty (250%) if the termination takes place after December 31percent and (y) medical, 1997 but on or prior to December 31, 1998, the Performance Bonus Distribution component of the Termination Compensation calculation described in clause disability and life insurance benefits provided under paragraphs (d)(iii) and (ii) immediately above shall be deemed to be two times the average of (A) the amount of the Performance Bonus Distribution paid to Executive or to which Executive is entitled for the Initial Bonus Period pursuant to Section 3(b) hereof and (B) the greater of (1) 75% of Executive's Base Compensation for the 1998 calendar year or (2) 133% the Performance Bonus Distribution paid to Executive or to which Executive is entitled for the Initial Bonus Period pursuant to Section 3(b) hereof; or (3) if the termination takes place after December 31, 1998 but on or prior to December 31, 1999, the Performance Bonus Distribution component of the Termination Compensation calculation described in clause (d)(ii) above shall be deemed to be two times the average of (A) 133% of the Performance Bonus Distribution paid to Executive or to which Executive is entitled for the Initial Bonus Period pursuant to Section 3(b) hereof and (B) the Performance Bonus Distribution paid to Executive or to which Executive is entitled for the 1998 calendar year pursuant to Section 3(b) hereofdiscontinued.

Termination Compensation. In the event of a termination of this Agreement pursuant to Section 5(a)(i) (by Employer without cause), 5(a)(iii) (disability), 5(b)(i) (change of control), 5(b)(iii) (by Executive for good reason) or 5(b)(i5(c) (death) hereof, Employer shall pay to Executive, within thirty (30) days of termination, an amount in one lump sum ("Termination Compensation") equal to to: (i) in the case of a termination pursuant to Section 5(a)(i) (by Employer without cause) except as specified in clause 5(d)(ii) below or 5(a)(iii5(b)(iii) (by Executive for good reason) hereof, the greater of (A) two times the sum of (1) the Executive's then current annual Base Compensation as of the effective date of such terminationCompensation, or plus (ii) in the case of a termination pursuant to Section 5(b)(i) hereof, two times (A2) the average annual Base Compensation Performance Bonus Distribution paid or payable to Executive for or with respect to the full two calendar years immediately preceding the calendar year in which the date of termination occurs and (B) the sum of (1) the aggregate Base Compensation payable to Executive over the remainder of the Employment Term and (2) the aggregate Performance Bonus Distributions payable to Executive over the remainder of the Employment Term, based on the average annual Performance Bonus Distributions paid or payable to Executive for or with respect to the full two calendar years immediately preceding the calendar year in which the date of termination occurs; (ii) in the case of a termination pursuant to Section 5(a)(iii) (disability) or 5(c) (death) hereof, the greater of (A) the sum of (1) the Executive's then current annual Base Compensation, plus (2) the average annual Performance Bonus Distribution paid or payable to Executive for or with respect to the full two calendar years immediately preceding the calendar year in which the date of termination occurs and (B) the sum of (1) the aggregate Base Compensation payable to Executive over the remainder of the Employment Term and (2) the aggregate Performance Bonus Distributions payable to Executive over the remainder of the Employment Term, based on the average annual Performance Bonus Distributions paid or payable to Executive for or with respect to the full two calendar years immediately preceding the calendar year in which the date of termination occurs, but in each case, subject to the availability of insurance coverage as provided in such Sections; or (iii) in the case of a termination pursuant to Section 5(a)(i) (by Employer without cause) within two years after a change of control or Section 5(b)(i) (change of control) hereof, three times the sum of (A) the Executive's then current annual Base Compensation, plus (B) the average annual Performance Bonus Distribution paid or payable to Executive for or with respect to the two full calendar years immediately preceding the calendar year in which the date of termination occurs. For purposes of calculating EmployeeExecutive's Termination Compensation pursuant to clause (ii) above, if the termination takes place prior to December 31, 1999this Section 5(d), the Termination Compensation for value of any applicable calendar year in which the termination takes place shall be determined as follows: (1) if the termination takes place on or prior to December 31, 1997, the full Termination Compensation described in clause (d)(ii) above shall be deemed to be 350% of Executive's Base Compensation for the Initial Bonus Period; (2) if the termination takes place after December 31, 1997 but on or prior to December 31, 1998, the Performance Bonus Distribution component of the Termination Compensation calculation described in clause (d)(ii) above which is comprised of shares or share options shall be deemed to be two times determined based upon the average of (A) cash equivalent amount for such share and/or share options as approved by the amount Board or the Committee, as applicable, at the time of the Performance Bonus Distribution paid to Executive or to which Executive is entitled grant, and for the Initial Bonus Period pursuant to Section 3(b) hereof and (B) the greater purposes of (1) 75% of Executive's Base Compensation for the 1998 calendar year or (2) 133% the Performance Bonus Distribution paid to Executive or to which Executive is entitled for the Initial Bonus Period pursuant to Section 3(b) hereof; or (3) if the termination takes place after December 31Termination Compensation, 1998 but on or prior to December 31, 1999, the Performance Bonus Distribution component of the Termination Compensation calculation described in clause (d)(ii) above shall be deemed to be two times the average of (A) 133% of the Performance Bonus Distribution paid to Executive or to which Executive is entitled for the Initial Bonus Period pursuant to Section 3(b) hereof and (B) the Performance Bonus Distribution paid to Executive or to which Executive is entitled for the 1998 calendar year pursuant to Section 3(b) hereofentirely in cash.

Termination Compensation. In the event of a termination of this Agreement pursuant to Section 5(a)(i) (by Employer without cause), 5(a)(iii) (disability), 5(b)(i) (change of control), 5(b)(iii) (by Executive for good reason), 5(c) (death) or 5(b)(i5(d) (removal as trustee) hereof, Employer shall pay to Executive, within thirty (30) days of termination, an amount in one lump sum ("Termination Compensation") equal to to: (i) in the case of a termination pursuant to Section 5(a)(i) (by Employer without cause) except as specified in clause 5(d)(ii) below, 5(b)(iii) (by Executive for good reason) or 5(a)(iii5(d) (removal as trustee) hereof, the greater of (A) two times the sum of (1) the Executive's then current annual Base Compensation as of the effective date of such terminationCompensation, or plus (ii) in the case of a termination pursuant to Section 5(b)(i) hereof, two times (A2) the average annual Base Compensation Performance Bonus Distribution paid or payable to Executive for or with respect to the full two calendar years immediately preceding the calendar year in which the date of termination occurs and (B) the sum of (1) the aggregate Base Compensation payable to Executive over the remainder of the Employment Term and (2) the aggregate Performance Bonus Distributions payable to Executive over the remainder of the Employment Term, based on the average annual Performance Bonus Distributions paid or payable to Executive for or with respect to the full two calendar years immediately preceding the calendar year in which the date of termination occurs; (ii) in the case of a termination pursuant to Section 5(a)(iii) (disability) or 5(c) (death) hereof, the greater of (A) the sum of (1) the Executive's then current annual Base Compensation, plus (2) the average annual Performance Bonus Distribution paid or payable to Executive for or with respect to the full two calendar years immediately preceding the calendar year in which the date of termination occurs and (B) the sum of (1) the aggregate Base Compensation payable to Executive over the remainder of the Employment Term and (2) the aggregate Performance Bonus Distributions payable to Executive over the remainder of the Employment Term, based on the average annual Performance Bonus Distributions paid or payable to Executive for or with respect to the full two calendar years immediately preceding the calendar year in which the date of termination occurs, but in each case, subject to the availability of insurance coverage as provided in such Sections; or (iii) in the case of a termination pursuant to Section 5(a)(i) (by Employer without cause) within two years after a change of control or Section 5(b)(i) (change of control) hereof, three times the sum of (A) the Executive's then current annual Base Compensation, plus (B) the average annual Performance Bonus Distribution paid or payable to Executive for or with respect to the two full calendar years immediately preceding the calendar year in which the date of termination occurs. For purposes of calculating EmployeeExecutive's Termination Compensation pursuant to clause (ii) above, if the termination takes place prior to December 31, 1999this Section 5(d), the Termination Compensation for value of any applicable calendar year in which the termination takes place shall be determined as follows: (1) if the termination takes place on or prior to December 31, 1997, the full Termination Compensation described in clause (d)(ii) above shall be deemed to be 350% of Executive's Base Compensation for the Initial Bonus Period; (2) if the termination takes place after December 31, 1997 but on or prior to December 31, 1998, the Performance Bonus Distribution component of the Termination Compensation calculation described in clause (d)(ii) above which is comprised of shares or share options shall be deemed to be two times determined based upon the average of (A) cash equivalent amount for such share and/or share options as approved by the amount Board or the Committee, as applicable, at the time of the Performance Bonus Distribution paid to Executive or to which Executive is entitled grant, and for the Initial Bonus Period pursuant to Section 3(b) hereof and (B) the greater purposes of (1) 75% of Executive's Base Compensation for the 1998 calendar year or (2) 133% the Performance Bonus Distribution paid to Executive or to which Executive is entitled for the Initial Bonus Period pursuant to Section 3(b) hereof; or (3) if the termination takes place after December 31Termination Compensation, 1998 but on or prior to December 31, 1999, the Performance Bonus Distribution component of the Termination Compensation calculation described in clause (d)(ii) above shall be deemed to be two times the average of (A) 133% of the Performance Bonus Distribution paid to Executive or to which Executive is entitled for the Initial Bonus Period pursuant to Section 3(b) hereof and (B) the Performance Bonus Distribution paid to Executive or to which Executive is entitled for the 1998 calendar year pursuant to Section 3(b) hereofentirely in cash.