Common use of Additional Separation Pay Clause in Contracts

Additional Separation Pay. In the event of a termination of Employee’s employment described in Section 4.5.1 of this Agreement, if the Employee executes the release and waiver under Section 4.10 of this Agreement and such release is effective and is not revoked, and the Employee has complied with Section 4.12 of this Agreement, then in addition to the payments to be made pursuant to Section 4.5.1 of this Agreement on the sixtieth (60th) day after termination the Company shall pay to the Employee a lump sum equal to 2.9 times the sum of (a) the Employee’s then current base salary, and (b) the greater of: (i) the Employee’s targeted bonus for services rendered in the year of termination; or (ii) the average bonus paid to the Employee for services rendered in each of the three years prior to termination. In the event the conditions in the preceding sentence are not satisfied and the release is not irrevocable by the sixtieth (60th) day after termination of employment, the Employee shall not be entitled to the payments set forth in clauses (a) and (b) above. The Company also shall pay to the Employee prior to March 15th of the year following termination, the incentive compensation that the Employee would have earned based on his targeted bonus as provided in Section 3.2 of this Agreement pro-rated for the portion of the year that the Employee was an employee. All restricted stock, restricted stock units and stock options and other service-based or performance-based equity awards held by Employee on the date of termination shall vest and be paid in accordance with the equity plan and agreement pursuant to which they were issued. In addition, the fringe benefits provided to the Employee during the Term of this Agreement pursuant to Section 3.4 of this Agreement, shall continue for 24 months after the termination to the extent permitted by, and in accordance with, applicable law, provided, however, that to the extent such benefits are provided pursuant to life, health, disability, dental or similar benefit plans of the Company, in lieu of continuing coverage, the Company shall pay to the Employee, on the 60th day after termination of employment, a lump sum equal to the amount which the Company would have paid to provide such benefits if the employment of the Employee had continued for an additional 24 months.

Additional Separation Pay. In the event of a termination of Employee’s employment this Agreement described in Section 4.5.1 of this Agreement, if the Employee executes the release and waiver under Section 4.10 4.5.3 of this Agreement and such release is effective and is not revoked, and the Employee has complied with Section 4.12 4.9 of this Agreement, then in addition to the payments to be made pursuant to Section 4.5.1 of this Agreement on the sixtieth Agreement: (60thi) day after termination the Company shall pay to the Employee within 20 business days after termination (but no earlier than the expiration of the revocation period for the release), a lump sum equal to the greater of 2.9 times the sum of multiplied by (ax) the Employee’s then current base salary's Base Salary, and (by) the greater of: (i) the Employee’s targeted bonus incentive compensation determined in accordance with Section 3.2 of this Agreement for services rendered in the year preceding the date of termination; or (ii) the average bonus paid to the Employee for services rendered in each of the three years prior to termination. In the event the conditions in the preceding sentence are not satisfied and the release is not irrevocable by the sixtieth (60th) day after termination of employment, the Employee shall not be entitled to the payments set forth in clauses (a) and (b) above. The Company also shall pay to the Employee prior to March 15th 31st of the year following termination, the incentive compensation that the Employee would have earned based on his targeted bonus as provided in Section 3.2 of this Agreement pro-rated for the portion of the year that the Employee was an employee. All restricted stock, ; (iii) all restrictions on restricted stock units and stock options and other service-based or performance-based equity awards held by the Employee on shall lapse; (iv) all options previously issued to the Employee shall vest and remain exercisable until the earlier of their expiration date or one year following the date of termination shall vest termination; and be paid in accordance with the equity plan and agreement pursuant to which they were issued. In addition, (v) the fringe benefits provided to the Employee during the Term of this Agreement pursuant to Section 3.4 3.3 of this Agreement, Agreement shall continue for 24 months after until the earlier to occur of (A) December 31, 2010, or (B) the Employee receives substantially equivalent benefits from a subsequent employer. In the event that the termination occurs before the amount of the incentive compensation for services rendered in the year preceding the date of termination has been finally determined, then the payment to the extent permitted by, and in accordance with, applicable law, provided, however, that Employee shall be an estimate based on the Employee's targeted bonus with an adjustment to be made promptly upon the determination of the actual amount pursuant to the extent such benefits are provided pursuant to life, health, disability, dental or similar benefit plans of the Company, in lieu of continuing coverage, the Company shall pay to the Employee, on the 60th day after termination of employment, a lump sum equal to the amount which the Company would have paid to provide such benefits if the employment of the Employee had continued for an additional 24 months's Incentive Compensation Plan.

Additional Separation Pay. In the event of a termination of Employee’s employment this Agreement described in Section 4.5.1 of this Agreement, if the Employee executes the release and waiver under Section 4.10 4.5.3 of this Agreement and such release is effective and is not revoked, and the Employee has complied with Section 4.12 4.9 of this Agreement, then in addition to the payments to be made pursuant to Section 4.5.1 of this Agreement on the sixtieth Agreement: (60thi) day after termination the Company shall pay to the Employee within 20 business days after termination (but no earlier than the expiration of the revocation period for the release, and in no event later than the date that is 2 1/2 months after the end of the year in which the termination occurred), a lump sum equal to the greater of 2.9 times the sum of multiplied by (ax) the Employee’s then current base salary's Base Salary, and (by) the greater of: (i) the Employee’s targeted bonus incentive compensation determined in accordance with Section 3.2 of this Agreement for services rendered in the year preceding the date of termination; or (ii) the average bonus paid to the Employee for services rendered in each of the three years prior to termination. In the event the conditions in the preceding sentence are not satisfied and the release is not irrevocable by the sixtieth (60th) day after termination of employment, the Employee shall not be entitled to the payments set forth in clauses (a) and (b) above. The Company also shall pay to the Employee prior to March 15th of the year following termination, the incentive compensation that the Employee would have earned based on his targeted bonus as provided in Section 3.2 of this Agreement pro-rated for the portion of the year that the Employee was an employee. All restricted stock, ; (iii) all restrictions on restricted stock units and stock options and other service-based or performance-based equity awards held by the Employee on shall lapse; (iv) all options previously issued to the Employee shall vest and remain exercisable until the earlier of their expiration date or one year following the date of termination shall vest termination; and be paid in accordance with the equity plan and agreement pursuant to which they were issued. In addition, (v) the fringe benefits provided to the Employee during the Term of this Agreement pursuant to Section 3.4 of this Agreement, Agreement shall continue for 24 months after until the earlier to occur of (A) December 31, 2010, or (B) the Employee receives substantially equivalent benefits from a subsequent employer. In the event that the termination occurs before the amount of the incentive compensation for services rendered in the year preceding the date of termination has been finally determined, then the payment to the extent permitted by, and in accordance with, applicable law, provided, however, that Employee shall be an estimate based on the Employee's targeted bonus with an adjustment to be made promptly upon the determination of the actual amount pursuant to the extent such benefits are provided pursuant to life, health, disability, dental or similar benefit plans of the Company, in lieu of continuing coverage, the Company shall pay to the Employee, on the 60th day after termination of employment, a lump sum equal to the amount which the Company would have paid to provide such benefits if the employment of the Employee had continued for an additional 24 months's Incentive Compensation Plan.