Common use of Compensation Payable Clause in Contracts

Compensation Payable. In the event that Executive terminates his employment pursuant to Section 5(d)(ii) hereof: (i) Executive shall be entitled to receive, within fourteen (14) days after the effective date of termination, any accrued but unpaid Base Salary for services rendered by Executive to the Company prior to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, and cash compensation (at a rate per day equal to the Base Salary divided by the number of business days in the relevant year) for any accrued vacation that remained unused by Executive at the time of termination. (ii) Executive shall be entitled to continue to receive his Base Salary on the Company's regular pay days for a period of three (3) years from the effective date of termination plus a lump sum payment on the effective date of termination equal to three (3) times the average of the cash bonuses paid to Executive in each of the two (2) most recently completed fiscal years; provided, however, that if at the time of termination Executive has not been employed by the Company for two fiscal years, such lump sum payment shall equal three times Executive's Base Salary. (iii) Executive shall be entitled to continue to receive benefits pursuant to the plans, policies and arrangements referred to in Section 4(d) hereof for a period of three (3) years from the effective date of termination; provided, however, if such plans, policies and arrangements do not continue to be maintained by the Company or are otherwise not available to Executive, the Company shall provide for and make available to Executive substantially similar economic benefits as were provided to Executive pursuant to such plans, policies and arrangements as of the effective date of termination. (iv) Any stock options granted Executive prior to the effective date of termination will continue to vest (to the extent such options were unvested at the time of termination) and Executive shall be permitted to exercise such options at the same time and in the amounts as would have been the case had Executive remained employed by the Company. Except as may be provided under this Section 7 or under the terms of any incentive compensation, employee benefit or fringe benefit plan applicable to Executive at the time of termination, Executive shall have no right to receive any other compensation, or to participate in any other plan, arrangement or benefit, with respect to future periods after such termination.

Compensation Payable. Should your employment with the Company terminate, you will be entitled to the amounts and benefits shown on the following table, subject to Paragraphs 4(b) through 4(h) and Paragraph 5(g). In the event that Executive terminates his employment pursuant to Section 5(d)(ii) hereof: (i) Executive shall be entitled to receive, within fourteen (14) days after the effective date of such termination, and except for payments noted in this Paragraph 4 and expense reimbursements in accordance with Paragraph 3(f) and Paragraphs 9(d) and 10, the Company will have no further obligations to you under this Agreement. Termination For Cause/Voluntary Termination without Good Reason Involuntary Termination/ Good Reason Disability Death Payment of (1) any accrued but unpaid Base Salary for services rendered and, if earned and announced by Executive the Board with respect to the prior fiscal year and not previously paid, any bonus owing to you for such prior fiscal year, (2) any accrued but unpaid vacation due you at the end of the Term, (3) other unpaid amounts then due you under Company benefit plans or programs, and (4) termination and cancellation of all unvested Restricted Shares and options, with 30 days to exercise vested options. Same as for termination for Cause except that (1) your Base Salary, Target Bonuses will continue through the expiration of the Term, (2) benefits (other than benefits provided under (a) any plan qualified under Section 401(a) of the Internal Revenue Code and (b) any stock or incentive based plan) will continue through the earlier of the first anniversary of the termination of your employment or the end of the otherwise applicable Term, provided you meet the requirements in Paragraph 5 and subject to the terms and conditions of each benefit plan (other than the requirement of continued employment) and provided further that such benefits shall terminate upon your securing other employment with substantially similar benefits, (3) all of the Restricted Shares and Initial Grant shall vest (and be exercisable for one year from termination of your employment), and (4) the reasonable repatriation expenses for you, your spouse, your children and your possessions ("Repatriation Expenses") will be paid. Your Base Salary will continue until the earliest of (1) the 180th day following the start of your disability absence, or (2) your death and will be reduced by other Company-provided disability benefits available to you. Payment of (1) any accrued but unpaid Base Salary, bonus due you for the prior to year, if any, and pro rata Target Bonus through the date of termination, (2) any accrued but unpaid expenses required vacation to due you at the end of the Term, (3) other unpaid amounts then due you under Company benefit plans or programs, (4) vesting of Restricted Shares and Options that would otherwise have vested within one year of the termination of your employment (which shall be reimbursed under this Agreementexercisable for one year from termination of your employment), and cash compensation (at a rate per day equal to the Base Salary divided by the number 5) Repatriation Expenses will be paid. Payment of business days in the relevant year(1) for any accrued but unpaid Base Salary, bonus due you for the prior year, if any, and pro rata Target Bonus through your date of death, (2) any accrued but unpaid vacation that remained unused by Executive due you at the end of the Term, and (3) other unpaid amounts then due you under Company benefit plans or programs, except that those payments will be made to your estate or legal representative, and your death benefits payable due to your death under Company employee benefit plans or programs will also be paid, (4) vesting of Restricted Shares and Options that would otherwise have vested within one year of your death (which shall be exercisable for one year from termination of your death), and (5) Repatriation Expenses will be paid. Within 120 days after any termination you shall repay each of the Tax Note and the Stock Note in full, except that prior to such time of termination. (ii) Executive the Company shall be entitled pursuant to continue Paragraph 4(g) hereof to receive his Base Salary on the Company's regular pay days for offset as a period of three (3) years from the effective date of termination plus a lump sum payment on the effective date of termination equal to three (3) times the average prepayment of the cash bonuses paid Tax Note and the Stock Note any amounts payable to Executive in each of the two (2) most recently completed fiscal years; provided, however, that if at the time of termination Executive has not been employed you hereunder by the Company for two fiscal years, such lump sum payment shall equal three times Executive's Base Salaryany outstanding amounts thereunder. (iii) Executive shall be entitled to continue to receive benefits pursuant to the plans, policies and arrangements referred to in Section 4(d) hereof for a period of three (3) years from the effective date of termination; provided, however, if such plans, policies and arrangements do not continue to be maintained by the Company or are otherwise not available to Executive, the Company shall provide for and make available to Executive substantially similar economic benefits as were provided to Executive pursuant to such plans, policies and arrangements as of the effective date of termination. (iv) Any stock options granted Executive prior to the effective date of termination will continue to vest (to the extent such options were unvested at the time of termination) and Executive shall be permitted to exercise such options at the same time and in the amounts as would have been the case had Executive remained employed by the Company. Except as may be provided under this Section 7 or under the terms of any incentive compensation, employee benefit or fringe benefit plan applicable to Executive at the time of termination, Executive shall have no right to receive any other compensation, or to participate in any other plan, arrangement or benefit, with respect to future periods after such termination.