Common use of Executive's Rights Clause in Contracts

Executive's Rights. Upon any termination pursuant to this Section 5.4. (that is not a termination under any of Sections 5.1., 5.2., 5.3., 5.5. or 5.6.), the Company shall: within fifteen (15) days of the Termination Date, pay to the Executive: (i) two (2) times the amount of the Executive’s annual Base Salary; (ii) two (2) times the Incentive Compensation described in the “Bonuses: Incentive Compensation” section of this Agreement above, based upon the amount of Incentive Compensation paid to the Executive for whichever of the prior three (3) calendar years provided the greatest Incentive Compensation; and (iii) continue to provide the Executive with the benefits she was receiving under Section 4.2. hereof (the “Benefits”) until the later of the Executive’s full retirement date for Social Security purposes or until the Executive attains the age of seventy (70) years, in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive.** Additionally, all Restricted Stock and Performance Shares held by the Executive shall immediately vest. For the purpose of this Section, any criteria to earn Performance Shares shall be deemed to have been satisfied in full, and all Performance Shares that would otherwise be phased in over annual increments shall instead be completely phased in as of the Termination Date. The Company shall not be entitled to any off-sets with respect to any of the above-described amounts payable by the Company. Except as provided in Section 5.7. of this Agreement, below, and all subsections thereof, upon any termination effected and compensated pursuant to this Section 5.4., the Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the Termination Date, subject, however, to the provisions of Section 4.1., and (y) payment of compensation for unused vacation days that have accumulated during the prior twelve (12) month period).

Executive's Rights. Upon any termination pursuant to this Section 5.45.6. (that is not a termination under any of Sections 5.1., 5.2., 5.3., 5.55.4. or 5.65.5.), the Company shall: within fifteen (15) days of the Termination Date, pay to the Executive: (i) two three (23) times the amount of the Executive’s annual Base Salary; (ii) two three (23) times the Incentive Compensation described in the “Bonuses: Incentive Compensation” section of this Agreement Agreement, above, based upon the amount of Incentive Compensation paid to the Executive for whichever of the prior three (3) calendar years provided the greatest Incentive Compensation; and (iii) continue to provide the Executive with the benefits she was receiving under Section 4.2. hereof (the “Benefits”) until the later of the Executive’s full retirement date for Social Security purposes or until the Executive attains the age of seventy (70) years, in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive.** Additionally, all Restricted Stock and Performance Shares held by the Executive shall immediately vest. For the purpose purposes of this Section, any criteria to earn Performance Shares shall be deemed to have been satisfied in full, and all Performance Shares that would otherwise be phased in over annual increments shall instead be completely phased in as of the Termination Date. The Company shall not be entitled to any off-sets with respect to any of the above-described amounts payable by the Company. Except as provided in Section 5.7. of this Agreement, below, and all subsections thereof, upon any termination effected and compensated pursuant to this Section 5.4., the Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the Termination Date, subject, however, to the provisions of Section 4.1., and (y) payment of compensation for unused vacation days that have accumulated during the prior twelve (12) month period).

Executive's Rights. Upon any termination pursuant to this Section 5.45.4 . (that is not a termination under any of Sections 5.1., 5.2., 5.3., 5.5. or 5.6.), the Company shall: within fifteen (15) days of the Termination Date, pay to the Executive: (i) two (2) times the amount of the Executive’s annual Base Salary; (ii) two (2) times the Incentive Compensation described in the “Bonuses: Incentive Compensation” section of this Agreement above, based upon the amount of Incentive Compensation paid to earned by the Executive for whichever of the prior three (3) calendar fiscal years provided the greatest Incentive CompensationCompensation (such highest annual bonus, the “Bonus Amount”); (iii) all accrued Base Salary through the Termination Date and any Incentive Compensation earned but unpaid as of the Termination Date for any previously completed fiscal year of the Company; and (iiiiv) an amount equal to the Bonus Amount multiplied by a fraction, the numerator of which shall equal the number of days the Executive was employed by the Company in the Company fiscal year in which the Executive’s termination occurs and the denominator of which shall equal 365. The Executive shall also receive such other benefits, if any, to which the Executive may be entitled pursuant to the terms and conditions of the employee compensation, incentive, equity, benefit or fringe benefit plans, policies or programs of the Company, other than any Company severance policy (or any other payment that would result in duplication of benefits), and the Company shall continue to provide the Executive with the benefits she was receiving under Section 4.2. hereof (the “Benefits”) until the later of the Executive’s full retirement date for Social Security purposes or until the Executive attains the age of seventy (70) years, in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive.** Additionally, all Restricted Stock and Performance Shares held by the Executive shall immediately vest. For the purpose of this Section, any criteria to earn Performance Shares shall be deemed to have been satisfied in full, and all Performance Shares that would otherwise be phased in over annual increments for periods continuing after the Termination Date shall instead be completely phased in as of the Termination DateDate on the basis of deemed “plan” level performance achievement. The Company shall not be entitled to any off-sets with respect to any of the above-described amounts payable by the Company. Except as provided in Section 5.7. of this Agreement, below, and all subsections thereof, upon any termination effected and compensated pursuant to this Section 5.4., the Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the Termination Date, subject, however, to the provisions of Section 4.1., and (y) payment of compensation for unused vacation days that have accumulated during the prior twelve (12) month period).

Executive's Rights. Upon any termination pursuant to this Section 5.4. (that is not a termination under any of Sections 5.1., 5.2., 5.3., 5.5. or 5.6.), the Company shall: within fifteen (15) days of the Termination Date, pay to the Executive: (i) two (2) times the amount of the Executive’s annual Base Salary; (ii) two (2) times the Incentive Compensation described in the “Bonuses: Incentive Compensation” section of this Agreement above, based upon the amount of Incentive Compensation paid to earned by the Executive for whichever of the prior three (3) calendar fiscal years provided the greatest Incentive CompensationCompensation (such highest annual bonus, the “Bonus Amount”); (iii) all accrued Base Salary through the Termination Date and any Incentive Compensation earned but unpaid as of the Termination Date for any previously completed fiscal year of the Company; and (iiiiv) an amount equal to the Bonus Amount multiplied by a fraction, the numerator of which shall equal the number of days the Executive was employed by the Company in the Company fiscal year in which the Executive’s termination occurs and the denominator of which shall equal 365. The Executive shall also receive such other benefits, if any, to which the Executive may be entitled pursuant to the terms and conditions of the employee compensation, incentive, equity, benefit or fringe benefit plans, policies or programs of the Company, other than any Company severance policy (or any other payment that would result in duplication of benefits), and the Company shall continue to provide the Executive with the benefits she was receiving under Section 4.2. hereof (the “Benefits”) until the later of the Executive’s full retirement date for Social Security purposes or until the Executive attains the age of seventy (70) years, in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive.** Additionally, all Restricted Stock and Performance Shares held by the Executive shall immediately vest. For the purpose of this Section, any criteria to earn Performance Shares shall be deemed to have been satisfied in full, and all Performance Shares that would otherwise be phased in over annual increments for periods continuing after the Termination Date shall instead be completely phased in as of the Termination DateDate on the basis of deemed “plan” level performance achievement. The Company shall not be entitled to any off-sets with respect to any of the above-described amounts payable by the Company. Except as provided in Section 5.7. of this Agreement, below, and all subsections thereof, upon any termination effected and compensated pursuant to this Section 5.4., the Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the Termination Date, subject, however, to the provisions of Section 4.1., and (y) payment of compensation for unused vacation days that have accumulated during the prior twelve (12) month period).