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) an amount equal to the Executive’s annual Base Salary payable during the fiscal year in which the Termination Date occurs; (ii) an amount equal to the Incentive Compensation described in the “Bonuses: Incentive Compensation” section of this Agreement above, based upon the average annual amount of Incentive Compensation earned by the Executive in respect of the prior three (3) fiscal years (such average annual bonus, the “Bonus Amount”); (iii) payment for unused vacation days that have been carried forward from the fiscal year preceding the fiscal year in which the Termination Date occurs in accordance with the terms of this Agreement and any unused vacation days which have accrued during the fiscal year in which the Termination Date occurs (prorated for that portion of the fiscal year which occurs prior to the Termination Date); (iv) 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 (v) 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 he was receiving under Section 4.2 hereof (the “Benefits”) for twelve (12) months following the Termination Date, in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive.** Additionally, the portion of any Long Term Incentive Grants that have not vested as of the Termination Date shall vest, any restrictions on any Long Term Incentive Grants that have not yet lapsed shall lapse and any performance criteria relating to any Long Term Incentive Grants shall be deemed to have been satisfied in full such that all performance-based Long Term Incentive Grants 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 Date on the basis of deemed “plan” level performance achievement, and the Executive shall have ninety (90) day following the Termination Date to exercise any and all stock options previously granted to the Executive (unless otherwise provided in the plan or agreement pursuant to which such stock options were granted, and provided further that no stock option shall remain exercisable beyond its expiration date or beyond the date after which the Executive would be subject to additional taxation under Section 409A of the Code). Upon any termination effected and compensated pursuant to this Section 5.2, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the Termination Date, subject, however to the provisions of Section 4.1).

Executive's Rights. Upon any a termination pursuant of the Executive’s employment following the occurrence of a Change in Control during the Term of Employment due to this Section 5.4. (a) an involuntary termination by the Company (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 5.1.,5.2.,5.3. or 5.65.5.2.), (b) a termination by the Executive for Good Reason or (c) the occurrence of the Expiration Date following the Company’s delivery of a notice of non-renewal to the Executive pursuant to Section 2.1, the Company shall shall: within fifteen (15) days of the Termination Date, pay to the Executive (in lieu of the amounts that would otherwise be paid under Section 5.4 or 5.5): (i) an three (3) times the amount equal to of the Executive’s annual Base Salary payable during the fiscal year in which the Termination Date occursSalary; (ii) an amount equal to the Incentive Compensation described in the “Bonuses: Incentive Compensation” section of this Agreement above, based upon the average annual amount of Incentive Compensation earned by the Executive in respect of the prior three (3) fiscal years (such average annual bonus, times the “Bonus Amount”); (iii) payment for unused vacation days that have been carried forward from the fiscal year preceding the fiscal year in which the Termination Date occurs in accordance with the terms of this Agreement and any unused vacation days which have accrued during the fiscal year in which the Termination Date occurs (prorated for that portion of the fiscal year which occurs prior to the Termination Date); (iv) 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 (viv) 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 he Benefits she was receiving under Section 4.2 4.2. hereof until the later of the Executive’s full retirement date for Social Security purposes or until the Executive attains the age of seventy (the “Benefits”70) for twelve (12) months following the Termination Dateyears, in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive.** Additionally, the portion of The Company shall not be entitled to any Long Term Incentive Grants that have not vested as off-sets with respect to any of the Termination Date shall vestabove-described amounts payable by the Company. Except as provided in Section 5.7. of this Agreement, any restrictions on any Long Term Incentive Grants that have not yet lapsed shall lapse and any performance criteria relating to any Long Term Incentive Grants shall be deemed to have been satisfied in full such that all performance-based Long Term Incentive Grants 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 Date on the basis of deemed “plan” level performance achievementbelow, and the Executive shall have ninety (90) day following the Termination Date to exercise any and all stock options previously granted to the Executive (unless otherwise provided in the plan or agreement pursuant to which such stock options were grantedsubsections thereof, and provided further that no stock option shall remain exercisable beyond its expiration date or beyond the date after which the Executive would be subject to additional taxation under Section 409A of the Code). Upon upon any termination effected and compensated pursuant to this Section 5.25.6., 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 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 a termination pursuant of the Executive’s employment following the occurrence of a Change in Control during the Term of Employment due to this Section 5.4. (a) an involuntary termination by the Company (that is not a termination under any of Sections 5.1., 5.2., 5.3, 5.5 . or 5.65.5.2.), (b) a termination by the Executive for Good Reason or (c) the occurrence of the Expiration Date following the Company’s delivery of a notice of non-renewal to the Executive pursuant to Section 2.1, the Company shall shall: within fifteen (15) days of the Termination Date, pay to the Executive (in lieu of the amounts that would otherwise be paid under Section 5.4 or 5.5): (i) an three (3) times the amount equal to of the Executive’s annual Base Salary payable during the fiscal year in which the Termination Date occursSalary; (ii) an amount equal to the Incentive Compensation described in the “Bonuses: Incentive Compensation” section of this Agreement above, based upon the average annual amount of Incentive Compensation earned by the Executive in respect of the prior three (3) fiscal years (such average annual bonus, times the “Bonus Amount”); (iii) payment for unused vacation days that have been carried forward from the fiscal year preceding the fiscal year in which the Termination Date occurs in accordance with the terms of this Agreement and any unused vacation days which have accrued during the fiscal year in which the Termination Date occurs (prorated for that portion of the fiscal year which occurs prior to the Termination Date); (iv) 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 (viv) 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 he Benefits she was receiving under Section 4.2 4.2. hereof until the later of the Executive’s full retirement date for Social Security purposes or until the Executive attains the age of seventy (the “Benefits”70) for twelve (12) months following the Termination Dateyears, in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive.** Additionally, the portion of The Company shall not be entitled to any Long Term Incentive Grants that have not vested as off-sets with respect to any of the Termination Date shall vestabove-described amounts payable by the Company. Except as provided in Section 5.7. of this Agreement, any restrictions on any Long Term Incentive Grants that have not yet lapsed shall lapse and any performance criteria relating to any Long Term Incentive Grants shall be deemed to have been satisfied in full such that all performance-based Long Term Incentive Grants 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 Date on the basis of deemed “plan” level performance achievementbelow, and the Executive shall have ninety (90) day following the Termination Date to exercise any and all stock options previously granted to the Executive (unless otherwise provided in the plan or agreement pursuant to which such stock options were grantedsubsections thereof, and provided further that no stock option shall remain exercisable beyond its expiration date or beyond the date after which the Executive would be subject to additional taxation under Section 409A of the Code). Upon upon any termination effected and compensated pursuant to this Section 5.25.6., 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 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 of the Executive’s employment within twenty four (24) months following the Change in Control of the Company due to this Section 5.4. (that is not a) an involuntary termination by the Company without Cause or (b) a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6.)by the Executive for Good Reason, the Company shall within fifteen (15) days of the Termination Date, pay to the Executive (in lieu of the amounts that would otherwise be paid under Section 5.4 or 5.5): (i) an amount equal to two-and-one-half (2.5) times the Executive’s annual Base Salary payable during the fiscal year in which the Termination Date occurs; (ii) an amount equal to two-and-one-half (2.5) times the Incentive Compensation described in the “Bonuses: Incentive Compensation” section of this Agreement above, based upon the average annual amount of Incentive Compensation earned by the Executive in respect of the prior three (3) fiscal years (such average annual bonus, the “Bonus Amount”); (iii) payment for unused vacation days that have been carried forward from the fiscal year preceding the fiscal year in which the Termination Date occurs in accordance with the terms of this Agreement and any unused vacation days which have accrued during the fiscal year in which the Termination Date occurs (prorated for that portion of the fiscal year which occurs prior to the Termination Date); (iv) 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 (v) 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 Benefits he was receiving under Section 4.2 hereof for thirty (the “Benefits”) for twelve (1230) months following the Termination Date, in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive.** Additionally, the portion of any Long Term Incentive Grants that have not vested as of the Termination Date shall vest, any restrictions on any Long Term Incentive Grants that have not yet lapsed shall lapse and any performance criteria relating to any Long Term Incentive Grants shall be deemed to have been satisfied in full such that all performance-based Long Term Incentive Grants 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 Date on the basis of deemed “plan” level performance achievement, and the Executive shall have ninety (90) day following the Termination Date to exercise any and all stock options previously granted to the Executive (unless otherwise provided in the plan or agreement pursuant to which such stock options were granted, and provided further that no stock option shall remain exercisable beyond its expiration date or beyond the date after which the Executive would be subject to additional taxation under Section 409A of the Code). Upon any termination effected and compensated pursuant to this Section 5.25.6.2, the Company shall have no further liability hereunder (other than pursuant to Section 5.7 or for reimbursement for reasonable business expenses incurred prior to the Termination Date, subject, however subject to the provisions of Section 4.14.1 of this Agreement).