Common use of Upon Termination Without Cause Clause in Contracts

Upon Termination Without Cause. (a) Notwithstanding anything in Section 1.3 to the contrary, if Employee’s employment is terminated by the Company without Cause, subject to the execution and delivery to the Company of a general release and continued compliance with the Nondisclosure and Noncompetition Agreement with the Company as described in Section 1(c) of the Letter Agreement, the Company will pay Employee an amount equal to the LTI Bonus based upon the achievement of performance measures, as determined by the Committee, for each year of the Performance Periods completed prior to the termination or if any year of the Performance Periods is not completed, assuming the matrix performance factors were 1.0 for that year. (b) The amounts payable under Section 1.4(a) shall be paid in a lump sum no later than the first regular payroll date following the date of termination, subject to applicable tax withholding. (c) For purposes of this Agreement, “termination of employment” shall be interpreted consistent with the term “separation from service” within the meaning of Treas. Reg. §1.409A-1(h). (d) If Employee’s employment is terminated by the Company without Cause on the date of a Change in Control, Employee shall be entitled to the amounts under Section 1.5 in lieu of this Section 1.4. Upon payment to Employee of amounts under either Section 1.4 or Section 1.5, Employee shall have no further rights to the payment of the LTI Bonus and in no case shall Employee be entitled to amounts under both Section 1.4 and Section 1.5.

Upon Termination Without Cause. (a) Notwithstanding anything in Section Sections 1.3 and 1.4 to the contrary, if Employee’s employment is terminated by the Company without Cause, subject to the execution and delivery to the Company of a general release and continued compliance with the Nondisclosure and Noncompetition Agreement with the Company as described in Section 1(c) of the Letter Agreement, the Company will pay Employee an amount equal to to: (i) the LTI Bonus full amount of the Time Portion; and (ii) the Performance Portion based upon the achievement of performance measures, as determined by the Committee, for each year of the Performance Periods completed prior to the termination or if any year of the Performance Periods is not completed, assuming the matrix performance factors were 1.0 for that year. (b) The amounts payable under Section 1.4(a1.5(a) shall be paid in a lump sum no later than the first regular payroll date following the date of termination, subject to applicable tax withholding. (c) For purposes of this Agreement, “termination of employment” shall be interpreted consistent with the term “separation from service” within the meaning of Treas. Reg. §1.409A-1(h). (d) If Employee’s employment is terminated by the Company without Cause on the date of a Change in Control, Employee shall be entitled to the amounts under Section 1.5 1.6 in lieu of this Section 1.41.5. Upon payment to Employee of amounts under either Section 1.4 1.5 or Section 1.51.6, Employee shall have no further rights to the payment of the LTI Bonus and in no case shall Employee be entitled to amounts under both Section 1.4 1.5 and Section 1.51.6.