Common use of Payments Upon Certain Terminations Clause in Contracts

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's employment by the Company Without Cause or a termination by Executive of his employment for Good Reason during the Employment Period, the Company shall pay to Executive (or, following his death, to Executive's estate) within 30 days of the Date of Termination his (x) full Base Salary through the Date of Termination, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement pursuant to Section 6(b) and (z) payment for vacation time accrued as of the Date of Termination but unused (such amounts under clauses (x), (y) and (z), collectively the "Accrued Obligations"). In addition, in the event of any such termination of Executive's employment, provided Executive executes and delivers to the Company a Release and Discharge of Claims in a form acceptable to the Company, Executive (or, following his death, Executive's estate) shall be entitled to the following payments and benefits, as liquidated damages: (A) continued payments of the Base Salary, payable in installments in accordance with the Company's regular payroll policies, for the period beginning on the Date of Termination and ending on the second anniversary of the Date of Termination (the "Severance Period"); (B) a portion of Executive's Bonus for the fiscal year of the Company that includes the Date of Termination, such portion to equal the product (such product, the "Pro Rata Bonus") of (1) the Bonus that would have been payable to Executive for such year had he remained employed for the entire fiscal year and had Executive and the Company each achieved (but not exceeded) the target performance objectives for such year established by the Board or a committee thereof, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Termination and the denominator of which is equal to 365, such amount to be payable to Executive within five business days following the date (the "Bonus Payment Date") annual bonuses for such fiscal year are actually paid by the Company to its active executives; (C) payment of an amount equal to 200% of the Average Bonus (as defined below), such amount to be paid in two equal installments, the first such installment to be paid within five business days following the Bonus Payment Date for the fiscal year of

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's ’s employment by the Company Without Cause or a termination by Executive of his Executive’s resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive Executive, within thirty (or, following his death, to Executive's estate30) within 30 days of the Date of Termination Termination, his (x) full Base Salary through the Date of Termination, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement pursuant to Section 6(b8(a) and (z) payment for vacation time accrued as of the Date of Termination but unused (such amounts under clauses (x), (y) and (z), collectively the "“Accrued Obligations"”). In addition, in the event of any such termination of Executive's ’s employment, provided if Executive executes and delivers to the Company a Separation Agreement and General Release and Discharge of Claims substantially in a the form acceptable to approved by the Company, Executive (or, following his death, Executive's estate) shall be entitled to the following payments and benefits, as liquidated damages: (A) continued payments of Base Salary and the Base Salarybenefits allowance described in Section 7(b), payable in installments in accordance with the Company's ’s regular payroll policies, for the period beginning on the Date of Termination and ending on the second one (1) year anniversary of the Date of Termination (the "“Severance Period"”); (B) a portion of Executive's ’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Termination, such portion to equal the product (such product, the "Pro “Pro-Rata Bonus"”) of (1) the Annual Bonus that would have been payable to Executive for such fiscal year had he Executive remained employed for the entire fiscal year and had Executive and year, determined based on the extent to which the Company each achieved (but not exceeded) actually achieves the target performance objectives goals for such year established by the Board or a committee thereofpursuant to Section 5, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Termination and the denominator of which is equal to 365, such amount to be payable to Executive within five (5) business days following the date (the "“Bonus Payment Date"”) annual bonuses for such fiscal year are actually paid by the Company to its active executives; (C) continued coverage during the Severance Period under the Company’s medical, dental and life insurance plans referred to in Section 7(a) for Executive and his eligible dependents participating in such plans immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives of the Company under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an amount equal to 200% outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Average Company. Executive shall not have a duty to mitigate the costs to the Company under this Section 9(f)(i), nor shall any payments from the Company to Executive of Base Salary or Pro-Rata Bonus be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 20(k) below)) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such amount receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to be paid Executive shall terminate as of the effective date of such new coverage. (ii) If Executive’s employment shall terminate upon his death or if the Company shall terminate Executive’s employment for Cause or due to Executive’s Disability or Executive shall resign from his employment without Good Reason, in two equal installmentsany such case during the Employment Period, the first Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following the Date of Termination, provided that in the event of Executive’s death, the said 30-day period for making such installment payment shall commence from the date of production to the Company of such evidence or information in respect of the Executive’s estate as the Company may require. In addition, if Executive’s employment shall terminate upon his death or be paid terminated by the Company due to Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Pro-Rata Bonus, if any, in one lump sum within five (5) business days following the Bonus Payment Date for the fiscal year ofof the Company that includes the Date of Termination. (iii) Except as specifically set forth in this Section 9(f), no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliates.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's employment by the Company Without Cause or a termination by Executive of his employment for Good Reason during the Employment Period, the Company shall pay to Executive (or, following his death, to Executive's estate) within 30 days of the Date of Termination his (x) full Base Salary through the Date of Termination, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement pursuant to Section 6(b) and (z) payment for vacation time accrued as of the Date of Termination but unused (such amounts under clauses (x), (y) and (z), collectively the "Accrued Obligations"). In addition, in the event of any such termination of Executive's employment, provided Executive executes and delivers to the Company a Release and Discharge of Claims in a form acceptable to the Company, Executive (or, following his death, Executive's estate) shall be entitled to the following payments and benefits, as liquidated damages: (A) continued payments of the Base Salary, payable in installments in accordance with the Company's regular payroll policies, for the period beginning on the Date of Termination and ending on the second anniversary of the Date of Termination (the "Severance Period"); (B) a portion of Executive's Bonus for the fiscal year of the Company that includes the Date of Termination, such portion to equal the product (such product, the "Pro Rata Bonus") of (1) the Bonus that would have been payable to Executive for such year had he remained employed for the entire fiscal year and had Executive and the Company each achieved (but not exceeded) the target performance objectives for such year established by the Board or a committee thereof, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Termination and the denominator of which is equal to 365, such amount to be payable to Executive within five business days following the date (the "Bonus Payment Date") annual bonuses for such fiscal year are actually paid by the Company to its active executives; (C) payment of an amount equal to 200% of the Average Bonus (as defined below), such amount to be paid in two equal installments, the first such installment to be paid within five business days following the Bonus Payment Date for the fiscal year ofof the Company that includes the Date of Termination and the second such installment to be paid within five business days following the Bonus Payment Date for the next succeeding fiscal year of the Company; (D) continued coverage during the Severance Period under the Company's medical and health insurance plans referred to in Section 5 (the "Continued Benefits") for Executive and his eligible dependents participating in such plans immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by senior executives of the Company under the terms of such plans as in effect from time to time.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's ’s employment by the Company Without Cause or a termination by Executive of his Executive’s resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive Executive, within thirty (or, following his death, to Executive's estate30) within 30 days of the Date of Termination Termination, his (x) full Base Salary through the Date of Termination, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement pursuant to Section 6(b7(a) and (z) payment for vacation time accrued as of the Date of Termination but unused (such amounts under clauses (x), (y) and (z), collectively the "“Accrued Obligations"”). In addition, in the event of any such termination of Executive's ’s employment, provided if Executive executes and delivers to the Company a Separation Agreement and General Release and Discharge of Claims substantially in a the form acceptable to approved by the Company, Executive (or, following his death, Executive's estate) shall be entitled to the following payments and benefits, as liquidated damages: (A) continued payments of Base Salary and the Base Salarybenefits allowance described in Section 6(b), payable in installments in accordance with the Company's ’s regular payroll policies, for the period beginning on the Date of Termination and ending on the second one (1) year anniversary of the Date of Termination (the "“Severance Period"”); (B) a portion of Executive's ’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Termination, such portion to equal the product (such product, the "Pro “Pro-Rata Bonus"”) of (1) the Annual Bonus that would have been payable to Executive for such fiscal year had he Executive remained employed for the entire fiscal year and had Executive and year, determined based on the extent to which the Company each achieved (but not exceeded) actually achieves the target performance objectives goals for such year established by the Board or a committee thereofpursuant to Section 5, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Termination and the denominator of which is equal to 365, such amount to be payable to Executive within five (5) business days following the date (the "“Bonus Payment Date"”) annual bonuses for such fiscal year are actually paid by the Company to its active executives; (C) continued coverage during the Severance Period under the Company’s medical, dental and life insurance plans referred to in Section 6(a) for Executive and his eligible dependents participating in such plans immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives of the Company under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an amount equal outplacement agency as selected by and for such period of time as determined by the Company. Executive shall not have a duty to 200% mitigate the costs to the Company under this Section 8(f)(i), nor shall any payments from the Company to Executive of Base Salary or Pro-Rata Bonus be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Average Bonus Severance Period by a subsequent employer or other Person (as defined in Section 19(k) below)) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such amount receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to be paid Executive shall terminate as of the effective date of such new coverage. (ii) If Executive’s employment shall terminate upon his death or if the Company shall terminate Executive’s employment for Cause or due to Executive’s Disability or Executive shall resign from his employment without Good Reason, in two equal installmentsany such case during the Employment Period, the first Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following the Date of Termination, provided that in the event of Executive’s death, the said 30-day period for making such installment payment shall commence from the date of production to the Company of such evidence or information in respect of the Executive’s estate as the Company may require. In addition, if Executive’s employment shall terminate upon his death or be paid terminated by the Company due to Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Pro-Rata Bonus, if any, in one lump sum within five (5) business days following the Bonus Payment Date for the fiscal year ofof the Company that includes the Date of Termination. (iii) Except as specifically set forth in this Section 8(f), no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliates.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's ’s employment by the Company Without Cause or a termination by Executive of his Executive’s resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive Executive, within thirty (or, following his death, to Executive's estate30) within 30 days of the Date of Termination Termination, his (x) full Base Salary through the Date of Termination, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement pursuant to Section 6(b8(a) and (z) payment for vacation time accrued as of the Date of Termination but unused (such amounts under clauses (x), (y) and (z), collectively the "“Accrued Obligations"”). In addition, in the event of any such termination of Executive's ’s employment, provided if Executive executes and delivers to the Company a Separation Agreement and General Release and Discharge of Claims substantially in a the form acceptable to approved by the Company, Executive (or, following his death, Executive's estate) shall be entitled to the following payments and benefits, as liquidated damages: (A) continued payments of Base Salary and the Base Salarybenefits allowance described in Section 7(b), payable in installments in accordance with the Company's ’s regular payroll policies, for the period beginning on the Date of Termination and ending on the second one (1) year anniversary of the Date of Termination (the "“Severance Period"”); (B) a portion of Executive's ’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Termination, such portion to equal the product (such product, the "Pro “Pro-Rata Bonus"”) of (1) the Annual Bonus that would have been payable to Executive for such fiscal year had he Executive remained employed for the entire fiscal year and had Executive and year, determined based on the extent to which the Company each achieved (but not exceeded) actually achieves the target performance objectives goals for such year established by the Board or a committee thereofpursuant to Section 5, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Termination and the denominator of which is equal to 365, such amount to be payable to Executive within five (5) business days following the date (the "“Bonus Payment Date"”) annual bonuses for such fiscal year are actually paid by the Company to its active executives; (C) continued coverage during the Severance Period under the Company’s medical, dental and life insurance plans referred to in Section 7(a) for Executive and his eligible dependents participating in such plans immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives of the Company under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an amount equal outplacement agency as selected by and for such period of time as determined by the Company. Executive shall not have a duty to 200% mitigate the costs to the Company under this Section 9(f)(i), nor shall any payments from the Company to Executive of Base Salary or Pro-Rata Bonus be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Average Bonus Severance Period by a subsequent employer or other Person (as defined in Section 20(k) below)) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such amount receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to be paid Executive shall terminate as of the effective date of such new coverage. (ii) If Executive’s employment shall terminate upon his death or if the Company shall terminate Executive’s employment for Cause or due to Executive’s Disability or Executive shall resign from his employment without Good Reason, in two equal installmentsany such case during the Employment Period, the first Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following the Date of Termination, provided that in the event of Executive’s death, the said 30-day period for making such installment payment shall commence from the date of production to the Company of such evidence or information in respect of the Executive’s estate as the Company may require. In addition, if Executive’s employment shall terminate upon his death or be paid terminated by the Company due to Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Pro-Rata Bonus, if any, in one lump sum within five (5) business days following the Bonus Payment Date for the fiscal year ofof the Company that includes the Date of Termination. (iii) Except as specifically set forth in this Section 9(f), no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliates.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's employment by the Company Without Cause or a termination by Executive of his employment for Good Reason during the Employment Period, the Company shall pay to Executive (or, following his death, to Executive's estate) within 30 days of the Date of Termination his (x) full Base Salary through the Date of Termination, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement pursuant to Section 6(b) and (z) payment for vacation time accrued as of the Date of Termination but unused (such amounts under clauses (x), (y) and (z), collectively the "Accrued Obligations"). In addition, in the event of any such termination of Executive's employment, provided Executive executes and delivers to the Company a Release and Discharge of Claims in a form acceptable to the Company, Executive (or, following his death, Executive's estate) shall be entitled to the following payments and benefits, as liquidated damages: (A) continued payments of the Base Salary, payable in installments in accordance with the Company's regular payroll policies, for the period beginning on the Date of Termination and ending on the second anniversary of the Date of Termination (the "Severance Period"); (B) a portion of Executive's Bonus for the fiscal year of the Company that includes the Date of Termination, such portion to equal the product (such product, the "Pro Rata Bonus") of (1) the Bonus that would have been payable to Executive for such year had he remained employed for the entire fiscal year and had Executive and the Company each achieved (but not exceeded) the target performance objectives for such year established by the Board or a committee thereof, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Termination and the denominator of which is equal to 365, such amount to be payable to Executive within five business days following the date (the "Bonus Payment Date") annual bonuses for such fiscal year are actually paid by the Company to its active executives; (C) payment of an amount equal to 200% of the Average Bonus (as defined below), such amount to be paid in two equal installments, the first such installment to be paid within five business days following the Bonus Payment Date for the fiscal year ofof 6 the Company that includes the Date of Termination and the second such installment to be paid within five business days following the Bonus Payment Date for the next succeeding fiscal year of the Company; (D) continued coverage during the Severance Period under the Company's medical and health insurance plans referred to in Section 5 (the "Continued Benefits") for Executive and his eligible dependents participating in such plans immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by senior executives of the Company under the terms of such plans as in effect from time to time.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's ’s employment by the Company Without Cause or a termination by Executive of his Executive’s resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive Executive, within thirty (or, following his death, to Executive's estate30) within 30 days of the Date of Termination his Termination, her (x) full Base Salary through the Date of Termination, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement pursuant to Section 6(b8(a) and (z) payment for vacation time accrued as of the Date of Termination but unused (such amounts under clauses (x), (y) and (z), collectively the "“Accrued Obligations"”). In addition, in the event of any such termination of Executive's ’s employment, provided if Executive executes and delivers to the Company a Separation Agreement and General Release and Discharge of Claims substantially in a the form acceptable to approved by the Company, Executive (or, following his death, Executive's estate) shall be entitled to the following payments and benefits, as liquidated damages: (A) continued payments of Base Salary and the Base Salarybenefits allowance described in Section 7(b), payable in installments in accordance with the Company's ’s regular payroll policies, for the period beginning on the Date of Termination and ending on the second one (1) year anniversary of the Date of Termination (the "“Severance Period"”); (B) a portion of Executive's ’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Termination, such portion to equal the product (such product, the "Pro “Pro-Rata Bonus"”) of (1) the Annual Bonus that would have been payable to Executive for such fiscal year had he Executive remained employed for the entire fiscal year and had Executive and year, determined based on the extent to which the Company each achieved (but not exceeded) actually achieves the target performance objectives goals for such year established by the Board or a committee thereofpursuant to Section 5, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Termination and the denominator of which is equal to 365, such amount to be payable to Executive within five (5) business days following the date (the "“Bonus Payment Date"”) annual bonuses for such fiscal year are actually paid by the Company to its active executives; (C) continued coverage during the Severance Period under the Company’s medical, dental and life insurance plans referred to in Section 7(a) for Executive and her eligible dependents participating in such plans immediately prior to the Date of Termination, subject to timely payment by Executive of an amount equal to 200% of the Average Bonus (as defined below)all premiums, such amount contributions and other co-payments required to be paid by active senior executives of the Company under the terms of such plans as in two equal installmentseffect from time to time; and (D) at the discretion of the Company, the first services of an outplacement agency as selected by and for such installment period of time as determined by the Chief Human Resources Officer of the Company. Executive shall not have a duty to mitigate the costs to the Company under this Section 9(f)(i), nor shall any payments from the Company to Executive of Base Salary or Pro-Rata Bonus be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (ii) If Executive’s employment shall terminate upon her death or if the Company shall terminate Executive’s employment for Cause or due to Executive’s Disability or Executive shall resign from her employment without Good Reason, in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to her estate) the Accrued Obligations within thirty (30) days following the Date of Termination, provided that in the event of Executive’s death, the said 30-day period for making such payment shall commence from the date of production to the Company of such evidence or information in respect of the Executive’s estate as the Company may require. In addition, if Executive’s employment shall terminate upon her death or be terminated by the Company due to Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to her estate) the Pro-Rata Bonus, if any, in one lump sum within five (5) business days following the Bonus Payment Date for the fiscal year ofof the Company that includes the Date of Termination. (iii) Except as specifically set forth in this Section 9(f), no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliates.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's ’s employment by the Company Without Cause or a termination by Executive of his Executive’s resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive Executive, within thirty (or, following his death, to Executive's estate30) within 30 days of the Date of Termination Termination, his (x) full Base Salary through the Date of Termination, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement pursuant to Section 6(b7(a) and (z) payment for vacation time accrued as of the Date of Termination but unused (such amounts under clauses (x), (y) and (z), collectively the "“Accrued Obligations"”). In addition, in the event of any such termination of Executive's ’s employment, provided if Executive executes and delivers to the Company a Separation Agreement and Release and Discharge of Claims substantially in a the form acceptable to approved by the Company, Executive (or, following his death, Executive's estate) shall be entitled to the following payments and benefits, as liquidated damages: (A) continued payments of Base Salary and the Base Salarybenefits allowance described in Section 6(b), payable in installments in accordance with the Company's ’s regular payroll policies, for the period beginning on the Date of Termination and ending on the second one (1) year anniversary of the Date of Termination (the "“Severance Period"”); (B) a portion of Executive's ’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Termination, such portion to equal the product (such product, the "Pro “Pro-Rata Bonus"”) of (1) the Annual Bonus that would have been payable to Executive for such fiscal year had he Executive remained employed for the entire fiscal year and had Executive and year, determined based on the extent to which the Company each achieved (but not exceeded) actually achieves the target performance objectives goals for such year established by the Board or a committee thereofpursuant to Section 4, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Termination and the denominator of which is equal to 365, such amount to be payable to Executive within five (5) business days following the date (the "“Bonus Payment Date"”) annual bonuses for such fiscal year are actually paid by the Company to its active executives; (C) continued coverage during the Severance Period under the Company’s medical, dental and life insurance plans referred to in Section 6(a) for Executive and his eligible dependents participating in such plans immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives of the Company under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an amount equal to 200% outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Average Company. Executive shall not have a duty to mitigate the costs to the Company under this Section 8(f)(i), nor shall any payments from the Company to Executive of Base Salary or Pro-Rata Bonus be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 19(k) below)) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such amount receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to be paid Executive shall terminate as of the effective date of such new coverage. (ii) If Executive’s employment shall terminate upon his death or if the Company shall terminate Executive’s employment for Cause or due to Executive’s Disability or Executive shall resign from his employment without Good Reason, in two equal installmentsany such case during the Employment Period, the first Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following the Date of Termination, provided that in the event of Executive’s death, the said 30-day period for making such installment payment shall commence from the date of production to the Company of such evidence or information in respect of the Executive’s estate as the Company may require. In addition, if Executive’s employment shall terminate upon his death or be paid terminated by the Company due to Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Pro-Rata Bonus, if any, in one lump sum within five (5) business days following the Bonus Payment Date for the fiscal year ofof the Company that includes the Date of Termination. (iii) Except as specifically set forth in this Section 8(f), no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliates.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's employment by the Company Without Cause or a termination by Executive of his employment for Good Reason during the Employment Period, the Company shall pay to Executive (or, following his death, to Executive's estate) within 30 days of the Date of Termination his (x) full Base Salary through the Date of Termination, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement pursuant to Section 6(b) and (z) payment for vacation time accrued as of the Date of Termination but unused (such amounts under clauses (x), (y) and (z), collectively the "Accrued Obligations"). In addition, in the event of any such termination of Executive's employment, provided Executive executes and delivers to the Company a Release and Discharge of Claims in a form acceptable to the Company, Executive (or, following his death, Executive's estate) shall be entitled to the following payments and benefits, as liquidated damages: (A) continued payments of the Base Salary, payable in installments in accordance with the Company's regular payroll policies, for the period beginning on the Date of Termination and ending on the second eighteen months anniversary of the Date of Termination (the "Severance Period"); (B) a portion of Executive's Bonus for the fiscal year of the Company that includes the Date of Termination, such portion to equal the product (such product, the "Pro Rata Bonus") of (1) the Bonus that would have been payable to Executive for such year had he remained employed for the entire fiscal year and had Executive and the Company each achieved (but not exceeded) the target performance objectives for such year established by the Board or a committee thereof, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Termination and the denominator of which is equal to 365, such amount to be payable to Executive within five business days following the date (the "Bonus Payment Date") annual bonuses for such fiscal year are actually paid by the Company to its active executives; (C) payment of an amount equal to 200150% of the Average Annual Bonus (as defined below)) in cash, such amount to be paid in two equal installments, the first such installment to be paid within five business days following the Bonus Payment Date for the fiscal year ofof the Company that includes the Date of Termination and the second such installment to be paid within five business days following the Bonus Payment Date for the next succeeding fiscal year of the Company; and (D) continued coverage during the Severance Period under the Company's medical and dental insurance plans referred to in Section 5 (the "Continued Benefits") for Executive and his eligible dependents participating in such plans immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by senior executives of the Company under the terms of such plans as in effect from time to time.