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 during the Employment Period by the Company Without Cause, or a termination by Executive of his employment for Good Reason (any such termination, a "Qualifying Termination"), the Company shall pay to Executive (or, following his death, to Executive's beneficiaries) (A) his full Base Salary through the Date of Termination, plus any earned but unpaid annual Bonus under the Bonus Plan for the Bonus Year prior to year in which the Qualifying Termination occurs, plus all accrued and unused vacation for the year in which the Qualifying Termination occurs, through the Date of Termination; and (B) as liquidated damages in respect of claims based on provisions of this Agreement or Executive's employment with the Company and provided Executive executes and delivers a general release of all claims in form and substance mutually satisfactory to Executive and the Company, an additional amount equal to two times the sum of his Base Salary at the rate in effect hereunder immediately prior to the Qualifying Termination, payable in a single lump sum within 60 days after the Date of Termination. In addition, upon a Qualifying Termination, Executive is entitled to retain all of his vested LTI Shares. (ii) In the event of a termination of Executive's employment during the Employment Period by either the Company for Cause or by Executive without Good Reason, or as a result of Executive's death or Disability, the Company shall pay Executive (or, in the event of his death, his beneficiaries) his full Base Salary through the Date of Termination, plus any earned but unpaid annual Bonus under the Bonus Plan for the Bonus Year prior to the year in which the employment termination occurs, plus all accrued and unused vacation for the year in which the termination of employment occurs, through the Date of Termination. In addition, upon a termination described in this Section 6(f)(ii), Executive is entitled to retain all of his vested LTI Shares.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's employment during the Employment Period by the Company Employer Without Cause, Cause or a termination by Executive of his employment for Good Reason (during the Employment Period, Employer shall pay to Executive his full Base Salary through the Date of Termination and an amount equal to the pro rata amount of annual incentive compensation for the portion of the fiscal year preceding the Date of Termination that would have been payable to Executive pursuant to Section 4(a) if he had remained employed for the entire fiscal year, determined on the basis of the actual performance achieved by Employer through the Date of Termination and the performance objectives established for such fiscal year, pro rated to reflect the calculation of such annual incentive compensation for the portion of the fiscal year preceding the Date of Termination. In addition, in the event of any such termination, a "Qualifying Termination"Employer shall pay or, in the case of the Continued Benefits (as defined below), the Company shall pay provide to Executive (or, following his death, to Executive's designated beneficiary or beneficiaries) ), as liquidated damages, (A) his full Average Base Salary through (as defined below), which shall be payable in installments on Employer's regular payroll dates, for the period beginning on the Date of Termination, plus any earned but unpaid annual Bonus under Termination (as defined below) and ending on the Bonus Plan for the Bonus Year prior to year in which the Qualifying Termination occurs, plus all accrued and unused vacation for the year in which the Qualifying Termination occurs, through second anniversary of the Date of Termination; and Termination (such period, the "Severance Period") and (B) as liquidated damages on the last day of each calendar month included in respect of claims based on provisions of this Agreement or Executive's employment with the Company and provided Executive executes and delivers a general release of all claims in form and substance mutually satisfactory to Executive and the CompanySeverance Period, an additional amount equal to two times one-twelfth of the sum Average Annual Bonus (as defined below); and (C) continued coverage for Executive and his eligible dependents under Employer's medical insurance plans referred to in Section 5 (the "Continued Benefits") during the period commencing on the Termination Date and ending on the earlier of his Base Salary at (i) Executive's 65th birthday and (ii) the rate date of - -- Executive's death, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by senior executives of Employer under the terms of such plans as in effect hereunder immediately prior from time to the Qualifying Terminationtime; provided that Employer may, payable at any time, pay to Executive, in a single lump sum within 60 days -------- and in satisfaction of Employer's obligations under clauses (A) and (B) of this Section 7(f)(i), an amount equal to the present value (as determined by Employer using a discount rate equal to the then prevailing applicable federal short-term rate under section 1274(d) of the Internal Revenue Code of 1986, as amended) of the sum of the installments of the Average Base Salary and Average Annual Bonus then remaining to be paid to Executive pursuant to clauses (A) and (B) above. Executive shall not have a duty to mitigate the costs to Employer under this Section 7(f)(i), except that (i) payments of Base Salary and Average - Annual Bonus will be reduced, but not below zero, by the amount of any compensation earned by Executive (whether paid currently or deferred) during any portion of the Severance Period from any subsequent employer or other Person (as defined in Section 17(k) below) for which Executive performs services, including but not limited to consulting services, and (ii) Continued Benefits shall be reduced or canceled if comparable -- medical benefit coverage is provided or offered to Executive by any subsequent employer or other Person for which Executive performs services, including but not limited to consulting services, at any time after the Date of Termination. In addition, upon a Qualifying Termination, Executive is entitled to retain all of his vested LTI Shares. (ii) In the event of a termination of Executive's employment during the Employment Period by either the Company for Cause or by Executive without Good Reason, or as a result of Executive's death or Disability, the Company shall pay Executive (or, in the event of his death, his beneficiaries) his full Base Salary through the Date of Termination, plus any earned but unpaid annual Bonus under the Bonus Plan for the Bonus Year prior to the year in which the employment termination occurs, plus all accrued and unused vacation for the year in which the termination of employment occurs, through the Date of Termination. In addition, upon a termination described in this Section 6(f)(ii), Executive is entitled to retain all of his vested LTI Shares.

Payments Upon Certain Terminations. (i) 1. In the event of a termination of Executive's ’s employment during the Employment Period (A) by Executive for Good Reason or (B) by the Company Without Cause, or a termination by Executive without Cause at any time following the occurrence of his employment for the event constituting Good Reason (any as described in the written notice to the applicable Company) but prior to the date that the Good Reason event is cured by the applicable Company (such termination, a "“Qualifying Termination"”), the Company in addition to any other remedy that Executive may have under law or equity, GenTek Technologies shall pay to Executive (or, following his death, to Executive's ’s beneficiaries) ): (A) his full Base Salary through the Date of Termination, plus any earned but unpaid annual Annual Bonus under the Bonus Plan for the Bonus Year prior to year in which the Qualifying Termination occurs, plus all accrued and unused vacation for the year in which the Qualifying Termination occurs, through the Date of Termination; and (B) as liquidated damages in respect of claims based on provisions of this Agreement or Executive's employment with the Company and provided Executive executes and delivers a general release of all claims (other than the claims relating to collection of the Material Payments) in the form attached hereto as Exhibit B no later than fifty (50) days following the Date of Termination and substance mutually satisfactory to Executive and the Companydoes not revoke such release, an additional amount equal to two one (1) times the sum of his Base Salary at the rate in effect hereunder immediately prior to the Qualifying Termination, ; payable in a single lump sum within 60 sixty (60) days after the Date of Termination. In addition, upon the event of a Qualifying Termination, Executive is entitled the terms of the award agreements shall govern the Executive‘s rights with respect to retain all of his vested LTI Sharesequity awards. (ii) 2. In the event of a termination of Executive's ’s employment during the Employment Period by either the Company for Cause or by Executive without Good Reason, or as other than a result of Executive's death or DisabilityQualifying Termination, the Company Companies shall pay Executive (or, in the event of his death, his beneficiaries) his full Base Salary and Fee, if applicable, through the Date of Termination, plus any earned but unpaid annual Bonus under the Bonus Plan for the Bonus Year prior to the year in which the employment termination occurs, plus all accrued and unused vacation for the year in which the termination of employment occurs, through the Date of Termination. In addition, upon the event of a termination described in this Section 6(f)(ii)of Executive’s employment other than a Qualifying Termination, Executive is entitled the terms of the award agreements shall govern the Executive‘s rights with respect to retain all of his vested LTI Sharesequity awards.