Common use of Compensation Payments to Employee Clause in Contracts

Compensation Payments to Employee. In the event that the Employee’s employment with the Employer is terminated pursuant to Section 2 hereof prior to the date that a Change in Control occurs, and subject to the Employee’s compliance with Section 8 hereof, and the Employee’s delivery to the Employer of a general release within such time as designated by the Employer and the Employer’s determination that the general release is legally binding on the Employee, the Employer shall pay a severance benefit to the Employee in a single sum equal to three (3) times the Employee’s Highest Annual Compensation (as defined below) during the three (3) calendar years ending prior to the date that the Employee’s employment with the Employer is terminated pursuant to Section 2 hereof (“Termination Date”) (the foregoing three (3) calendar year period is referred to herein as the “Measurement Period”). Payment shall be made within the ninety (90) day period after the Termination Date (the Employee cannot designate the taxable year of payment). The severance benefit required by this Section 3 shall not be offset or reduced by any income or earnings received from any other employment or other activity in which the Employee may engage. The Employee shall have no duty to mitigate damages. If the Employee fails to deliver such legally binding general release by the due date designated by the Employer, the Employer shall not have any obligation to make any payments or provide benefits under this Agreement. In addition, if the Employee is a “specified employee” as defined in Code Section 409A with regard to the payments or benefits under this Agreement, as determined by the Employer in its sole discretion, and delayed payment is necessary to avoid the imposition of taxes on the Employee under Code Section 409A, such payments or benefits shall not be paid or provided before the date that is six (6) months plus one day after the Termination Date or other applicable date (or if earlier than the end of the six months plus one day period, the date of the Employee’s death) and shall be paid or provided by the Employer on the first regular payroll date following the expiration of that six months plus one day period or date of death, if earlier. For purposes of this Agreement, Highest Annual Compensation means the Employee’s highest paid base salary and annual incentive bonus (based on prior year performance) unreduced by the Employee’s pre-tax elective contributions to a Code Section 401(k) or Section 125 plan, but excluding other fringe benefits, during a calendar year that is within the Measurement Period. The general release shall be in the form provided by the Employer and shall not effect the Employee’s entitlement to other amounts to which the Employee may be entitled under other benefit plans of the Employer and shall be consistent with the requirements of the OWBPA and other pertinent law.”

Compensation Payments to Employee. In the event that the Employee’s employment with the Employer is terminated pursuant to Section 2 hereof prior to Commencing not later than 30 days after the date that a Change in Control occurs, and subject to the Employee’s compliance with Section 8 hereof, and the Employee’s delivery to the Employer of a general release within such time as designated by the Employer and the Employer’s determination that the general release is legally binding on the Employee, the Employer shall pay a severance benefit to the Employee in a single sum equal to three (3) times the Employee’s Highest Annual Compensation (as defined below) during the three (3) calendar years ending prior to the date that the Employee’s 's employment with the Employer is terminated pursuant to Section 2 hereof (“the "Termination Date”") (and subject to Employee's compliance with Section 8 hereof, Employer shall pay annual compensation to Employee for a period of three years following the foregoing Termination Date at a per annum rate equal to 100% of the amount of the Employee's Highest Annual Compensation during the three (3) calendar year period is referred years ending prior to herein as the “Measurement Period”). Payment shall be made within the ninety (90) day period after the Termination Date (the Employee cannot designate the taxable year of payment"Measurement Period"). For purposes of this Agreement, the term "Highest Annual Compensation" shall mean the Employee's highest annual cash compensation during the Measurement Period, including cash bonuses under Employer's bonus plans, but excluding other fringe benefits. Employer agrees that it will make the payments due under this Section 3 on the first day of each month following the Termination Date in an amount equal to 1/12 of 100% of Employee's Highest Annual Compensation. [Such payments to Employee shall be coordinated with pension, annuity or other benefits or payments received by Employee under Employer's nonqualified Supplemental Executive Retirement Plan, as the same shall be amended from time to time (the "SERP").] The severance benefit intent of this Section 3 is that the sum of payments made under this Section 3 in any year, when added to payments received under the SERP, will not exceed the Employee's Highest Annual Compensation. The payments and benefits required by Sections 3 and 4 hereof shall continue despite the fact that, after the Termination Date, the Term of this Agreement may have expired pursuant to Section 1. The payments required by this Section 3 shall not be offset or reduced by any income or earnings received from any other employment or other activity in which the Employee may engageengage in during such three year period. The Employee shall have no duty to mitigate damages. If the Employee fails to deliver such legally binding general release by the due date designated by the Employer, the Employer shall not have any obligation to make any payments or provide benefits under this Agreement. In addition, if the Employee is a “specified employee” as defined in Code Section 409A with regard to the payments or benefits under this Agreement, as determined by the Employer in its sole discretion, and delayed payment is necessary to avoid the imposition of taxes on the Employee under Code Section 409A, such payments or benefits shall not be paid or provided before the date that is six (6) months plus one day after the Termination Date or other applicable date (or if earlier than the end of the six months plus one day period, the date of the Employee’s death) and shall be paid or provided by the Employer on the first regular payroll date following the expiration of that six months plus one day period or date of death, if earlier. For purposes of this Agreement, Highest Annual Compensation means the Employee’s highest paid base salary and annual incentive bonus (based on prior year performance) unreduced by the Employee’s pre-tax elective contributions to a Code Section 401(k) or Section 125 plan, but excluding other fringe benefits, during a calendar year that is within the Measurement Period. The general release shall be in the form provided by the Employer and shall not effect the Employee’s entitlement to other amounts to which the Employee may be entitled under other benefit plans of the Employer and shall be consistent with the requirements of the OWBPA and other pertinent law.”

Compensation Payments to Employee. In Commencing not later than thirty (30) days after the event date that the Employee’s 's employment with the Employer is terminated pursuant to Section 2 hereof prior to (the date that a Change in Control occurs, "Termination Date") and subject to the Employee’s 's compliance with Section 8 hereof, and the Employee’s delivery to the Employer of a general release within such time as designated by the Employer and the Employer’s determination that the general release is legally binding on the Employee, the Employer shall pay annual compensation to Employee for a severance benefit to period of three years following the Employee in Termination Date at a single sum per annum rate equal to three one hundred percent (3100%) times of the amount of the Employee’s 's Highest Annual Compensation (as defined below) during the three (3) calendar years ending prior to the date that the Employee’s employment with the Employer is terminated pursuant to Section 2 hereof (“Termination Date”) (the foregoing three (3) calendar year period is referred to herein as the “Measurement Period”). Payment shall be made within the ninety (90) day period after the Termination Date (the Employee cannot designate the taxable year of payment"Measurement Period"). For purposes of this Agreement, the term "Highest Annual Compensation" shall mean the Employee's highest annual cash compensation during the Measurement Period, including cash bonuses under Employer's bonus plans, but excluding other fringe benefits. Employer agrees that it will make the payments due under this Section 3 on the first day of each month following the Termination Date in an amount equal to 1/12 of 100% of Employee's Highest Annual Compensation. The severance benefit payments and benefits required by Sections 3 and 4 hereof shall continue despite the fact that, after the Termination Date, the Term of this Agreement may have expired pursuant to Section 1. The payments required by this Section 3 shall not be offset or reduced by any income or earnings received from any other employment or other activity in which the Employee may engageengage in during such three year period. The Employee shall have no duty to mitigate damages. If the Employee fails to deliver such legally binding general release by the due date designated by the Employer, the Employer shall not have any obligation to make any payments or provide benefits under this Agreement. In addition, if the Employee is a “specified employee” as defined in Code Section 409A with regard to the payments or benefits under this Agreement, as determined by the Employer in its sole discretion, and delayed payment is necessary to avoid the imposition of taxes on the Employee under Code Section 409A, such payments or benefits shall not be paid or provided before the date that is six (6) months plus one day after the Termination Date or other applicable date (or if earlier than the end of the six months plus one day period, the date of the Employee’s death) and shall be paid or provided by the Employer on the first regular payroll date following the expiration of that six months plus one day period or date of death, if earlier. For purposes of this Agreement, Highest Annual Compensation means the Employee’s highest paid base salary and annual incentive bonus (based on prior year performance) unreduced by the Employee’s pre-tax elective contributions to a Code Section 401(k) or Section 125 plan, but excluding other fringe benefits, during a calendar year that is within the Measurement Period. The general release shall be in the form provided by the Employer and shall not effect the Employee’s entitlement to other amounts to which the Employee may be entitled under other benefit plans of the Employer and shall be consistent with the requirements of the OWBPA and other pertinent law.”

Compensation Payments to Employee. In the event that the Employee’s employment with the Employer is terminated pursuant to Section 2 hereof prior to Commencing not later than thirty (30) days after the date that a Change in Control occurs, and subject to the Employee’s compliance with Section 8 hereof, and the Employee’s delivery to the Employer of a general release within such time as designated by the Employer and the Employer’s determination that the general release is legally binding on the Employee, the Employer shall pay a severance benefit to the Employee in a single sum equal to three (3) times the Employee’s Highest Annual Compensation (as defined below) during the three (3) calendar years ending prior to the date that the Employee’s 's employment with the Employer is terminated pursuant to Section 2 hereof (“the "Termination Date”") and subject to Employee's compliance with Section 8 hereof, Employer shall pay annual compensation to Employee for a period of three years following the Termination Date at a per annum rate equal to one hundred percent (100%) of the foregoing three amount of the Employee's Highest Annual Compensation during the two (32) calendar year period is referred years ending prior to herein as the “Measurement Period”). Payment shall be made within the ninety (90) day period after the Termination Date (the Employee cannot designate the taxable year of payment"Measurement Period"). For purposes of this Agreement, the term "Highest Annual Compensation" shall mean the Employee's highest annual cash compensation during the Measurement Period, including cash bonuses under Employer's bonus plans, but excluding other fringe benefits. Employer agrees that it will make the payments due under this Section 3 on the first day of each month following the Termination Date in an amount equal to 1/12 of 100% of Employee's Highest Annual Compensation. The severance benefit payments and benefits required by Sections 3 and 4 hereof shall continue despite the fact that, after the Termination Date, the Term of this Agreement may have expired pursuant to Section 1. The payments required by this Section 3 shall not be offset or reduced by any income or earnings received from any other employment or other activity in which the Employee may engageengage in during such three year period. The Employee shall have no duty to mitigate damages. If the Employee fails to deliver such legally binding general release by the due date designated by the Employer, the Employer shall not have any obligation to make any payments or provide benefits under this Agreement. In addition, if the Employee is a “specified employee” as defined in Code Section 409A with regard to the payments or benefits under this Agreement, as determined by the Employer in its sole discretion, and delayed payment is necessary to avoid the imposition of taxes on the Employee under Code Section 409A, such payments or benefits shall not be paid or provided before the date that is six (6) months plus one day after the Termination Date or other applicable date (or if earlier than the end of the six months plus one day period, the date of the Employee’s death) and shall be paid or provided by the Employer on the first regular payroll date following the expiration of that six months plus one day period or date of death, if earlier. For purposes of this Agreement, Highest Annual Compensation means the Employee’s highest paid base salary and annual incentive bonus (based on prior year performance) unreduced by the Employee’s pre-tax elective contributions to a Code Section 401(k) or Section 125 plan, but excluding other fringe benefits, during a calendar year that is within the Measurement Period. The general release shall be in the form provided by the Employer and shall not effect the Employee’s entitlement to other amounts to which the Employee may be entitled under other benefit plans of the Employer and shall be consistent with the requirements of the OWBPA and other pertinent law.”