Common use of Form and Amount Clause in Contracts

Form and Amount. Upon the Executive's involuntary termination by the Company during the Term other than by reason of death, Disability or Cause, as provided in Section 2.1, the Company will: (a) continue to pay to the Executive as severance compensation an amount equal to the Executive's Base Salary, as in effect immediately prior to his termination of employment, for one year following his termination of employment, such payments to be payable at the times and in the manner consistent with the Company's general policies regarding compensation for executive employees; and (b) for a period of up to 12 months following the Executive's involuntary termination (the "Continuation Period") and provided the Executive was enrolled in the medical and dental plans made available to Company employees immediately prior to his termination, the Company will arrange to provide the Executive and his dependents with medical and dental benefits on terms and conditions (including employee contributions toward premium payments) substantially similar to those applicable generally to Company employees and their dependents during the Continuation Period. If and to the extent that any such benefit is not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or any Subsidiary, as the case may be, then the Company will itself pay or provide for the payment to the Executive and his dependents of such medical and dental benefits on such terms and conditions. Notwithstanding the foregoing or any other provision of this Agreement, for purposes of determining the period of continuation coverage to which the Executive or any of his dependents is entitled pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provision thereto, under the Company's medical and dental plans, or successor plans, the Executive's "qualifying event" shall be the termination of the Continuation Period and the Executive shall be considered to have remained actively employed on a full-time basis through that date. Without otherwise limiting the purposes or effect of Section 5, benefits otherwise receivable by the Executive pursuant to this Section 3.1(b) will be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Continuation Period following the Executive's involuntary termination, and any such benefits actually received by the Executive shall be reported by the Executive to the Company.

Form and Amount. Upon the Executive's involuntary termination by the Company during the Term other than by reason of death, Disability or for Cause, as provided in (a) subject to Section 2.15.5(iii), the Company will: (a) continue to will pay or provide to the Executive as severance compensation an (1) his annual base salary and benefits until the date of termination, (2) within five business days after termination of his employment, a lump sum cash payment equal in amount equal to three times the sum of (x) the Executive's Base Salaryhighest annual base salary in effect during the three years prior to his date of termination, and (y) the highest annual incentive compensation earned by the Executive during the same three-year period, (3) additional years of age and service credit as are required to permit the Executive to retire under the qualified and nonqualified defined benefit retirement plans of the Company in which the Executive participates at the time of termination as though he had attained age 62 and such years of service required to receive an actuarially unreduced retirement benefit; provided, however, that in the case of a qualified defined benefit pension plan, the present value of the additional benefit the Executive would have accrued if he had been credited for all purposes with the additional years of age and service under such plan as of the Executive's date of termination with the Company will be paid in a lump sum in cash within five business days after termination of the Executive's employment, and (4) for a period of one year after termination of his employment, the continuation of the employee welfare benefits set forth in Section 4.2 except as offset by benefits paid or provided by other sources as set forth in Section 8, or as prohibited by law or as a condition of maintaining the tax-favored status of any such benefits to the Company or its employees; (b) the Executive's benefit under the applicable supplemental executive retirement plan will be not less than the benefit the Executive would have received under the terms of the corresponding plan (including any individual modifications thereof) applicable to the Executive as in effect immediately prior to the Effective Date determined as if the Executive had continued employment under the terms of such corresponding plan (and modifications) until his actual termination of employment; and (c) if the Executive had theretofore relocated to San Antonio and his employment has been terminated within two years after the Effective Date, for one year following his termination Executive will be reimbursed the costs of employment, such payments relocation from San Antonio to be payable at the times and any other location in the manner consistent with continental United States under the Company's general same policies regarding compensation for executive employees; and (b) for a period of up and procedures applicable to 12 months following the Executive's involuntary termination (the "Continuation Period") and provided the Executive was enrolled in the medical and dental plans made available reimbursement for relocation to Company employees immediately prior to his termination, the Company will arrange to provide the Executive and his dependents with medical and dental benefits on terms and conditions (including employee contributions toward premium payments) substantially similar to those applicable generally to Company employees and their dependents during the Continuation Period. If and to the extent that any such benefit is not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or any Subsidiary, as the case may be, then the Company will itself pay or provide for the payment to the Executive and his dependents of such medical and dental benefits on such terms and conditions. Notwithstanding the foregoing or any other provision of this Agreement, for purposes of determining the period of continuation coverage to which the Executive or any of his dependents is entitled pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provision thereto, under the Company's medical and dental plans, or successor plans, the Executive's "qualifying event" shall be the termination of the Continuation Period and the Executive shall be considered to have remained actively employed on a full-time basis through that date. Without otherwise limiting the purposes or effect of Section 5, benefits otherwise receivable by the Executive pursuant to this Section 3.1(b) will be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Continuation Period following the Executive's involuntary termination, and any such benefits actually received by the Executive shall be reported by the Executive to the CompanySan Antonio.

Form and Amount. Upon the Executive's involuntary termination by other than for Cause pursuant to Section 7.4.1, (i) the Company during will pay or provide as soon as practicable to the Term other than by reason of death, Disability or Cause, as provided in Section 2.1, the Company will: Executive (a) continue to pay to the Executive as severance compensation an amount equal to the Executive's Base SalaryProrated IC, as in effect immediately prior to his termination of employment, for one year following his termination of employment, such payments to be payable at the times and in the manner consistent with the Company's general policies regarding compensation for executive employees; and (b) the Vacation Payment, (c) the Compensation Payments, and (d) such payments under applicable plans or programs to which the Executive is entitled pursuant to the terms of such plans or programs; (ii) the Company will pay or provide the Executive for a period the balance of up to 12 months following the Executive's involuntary termination Term (the "Continuation Period"), (a) and provided Base Salary at the Executive was enrolled rate in the medical and dental plans made available to Company employees effect immediately prior to his terminationtermination of employment, paid in the same manner as if Executive had remained employed for the balance of the Term, (b) the Executive's target annual incentive compensation pursuant to the IC Plan for each year and a prorated portion thereof (based on the number of days elapsed in the relevant period) for each partial year in the Continuation Period, paid at the same time as other executive officers, and (c) the continuation of employee welfare benefits set forth in Section 4.1 except as offset by benefits paid or provided by other sources as set forth in Section 8, or as prohibited by law; and (iii) notwithstanding any provision to the contrary in the applicable award agreement or in any plan, (a) all stock options will become fully vested and exercisable, (b) a prorated portion (based on the number of days elapsed in the relevant Performance Period) of all outstanding Performance Shares will be paid in accordance with the terms of the grant and the achievement of the applicable Management Objectives at the same time as other participants, (c) the Company will arrange provide the annual payments that would be due under the supplemental retirement agreement described in Section 6.4, and (d) the Company will continue to provide the Executive and his dependents with medical and dental benefits on terms and conditions (including employee contributions toward premium payments) substantially similar to those applicable generally to Company employees and their dependents during the Continuation Periodsplit-dollar benefit described in Section 6.3. If and to the extent that any such benefit is not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or any Subsidiary, as the case may be, then the Company will itself pay or provide for the payment to the Executive and his dependents of such medical and dental benefits on such terms and conditions. Notwithstanding the foregoing or any other provision of this Agreement, for For purposes of determining the period of continuation coverage to which the Executive or any of his dependents is entitled pursuant to under Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provision thereto), under any group health plan maintained by the Company's medical and dental plans, Company or successor plansits affiliates, the Executive's "qualifying event" shall Executive will be deemed to have remained employed until the termination end of the Continuation Period and the Executive shall be considered to have remained actively employed on a full-time basis through that date. Without otherwise limiting the purposes or effect of Section 5, benefits otherwise receivable by the Executive pursuant to this Section 3.1(b) will be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Continuation Period following the Executive's involuntary termination, and any such benefits actually received by the Executive shall be reported by the Executive to the CompanyPeriod.