Common use of Performance-Based Termination Clause in Contracts

Performance-Based Termination. Subject to Section 3(g), in the event of a Performance-Based Termination: (i) the Company shall pay to the Executive an amount equal to the Executive’s Accrued Salary; (ii) the Company shall provide Benefits Continuation for the Executive and the Executive’s family, as provided in Section 3(e) below; (iii) the Executive shall be eligible for a Pro-Rated Bonus payable at the time bonuses would otherwise be paid pursuant to the applicable bonus plan; and (iv) the Company shall continue to pay to the Executive the Executive’s base salary at the then-current rate for a period of 26 weeks following the Performance-Based Termination (“Initial Continuation Period”), less an amount equal to the Executive’s portion of the premiums applicable to the Benefits Continuation. Following the Initial Continuation Period, the Executive may receive up to an additional 26 weeks of base salary continuation subject to the Executive’s inability to obtain Alternate Employment. The Executive shall be required to use Reasonable Efforts to obtain Alternate Employment. “Alternate Employment” means (x) employment that provides the Executive with base salary at a rate not less than 75% of the Executive’s base salary rate at the time of termination or (y) a consulting arrangement that continues for five (5) consecutive weeks and exceeds 30 hours per week. “Reasonable Efforts” means, among other things, that the Executive attends all counseling and/or training sessions recommended by the designated outplacement service group, maintains weekly contact with the outplacement service group and maintains discussions with the outplacement service group regarding all offers of alternate employment made to the Executive.

Performance-Based Termination. Subject to Section 3(g), in the event of If a Performance-Based Termination:Termination occurs then, subject to Section 3(g): (i) the Company Liz shall pay to the Executive an amount equal to the Executive’s Accrued Salary; (ii) the Company Liz shall provide Benefits Continuation for the Executive and the Executive’s family, as provided in Section 3(e) below; (iii) the Executive shall be eligible for a Pro-Rated Bonus payable at the time bonuses would otherwise be paid pursuant to the applicable bonus planplan (which shall be within the “short-term deferral” period set forth in Section 409A of the Code); and (iv) the Company Liz shall continue to pay to the Executive the Executive’s his or her base salary at the then-current rate for a period of 26 weeks weeks, payable in accordance with Liz’s ordinary payroll practices, following the Performance-Based Termination (“Initial Continuation Period”), less an amount equal to the Executive’s portion of the premiums applicable to the Benefits ContinuationContinuation for such period. Following the Initial Continuation Period, the Executive may shall receive up to an additional 26 weeks of base salary continuation continuation, payable in accordance with Liz’s ordinary payroll practices, subject to the Executive’s inability failure to obtain Alternate Employment. The Executive shall be required to use , provided he or she uses Reasonable Efforts to obtain Alternate Employment. “Alternate Employment” means (x) employment that provides the Executive with base salary at a rate not less than 75% of the Executive’s base salary rate at the time of termination or (y) a consulting arrangement that continues for five (5) consecutive weeks and exceeds 30 hours per week. “Reasonable Efforts” means, among other things, that the Executive attends all counseling and/or training sessions recommended by the designated outplacement service group, maintains weekly contact with the outplacement service group and maintains discussions with the outplacement service group regarding all offers of alternate employment made to the Executive. The payments and benefits set forth in Section 3(c)(ii) and 3(c)(iv) are contingent on the Executive’s execution, delivery and non-revocation of the Release as provided for in Section 3(g). Payments pursuant to Section 3(c)(iv) shall commence on the 60th day following the Executive’s date of termination of employment and (B) within 15 business days following this payment commencement date, salary continuation payments relating to the first 60 days shall be paid in a lump sum. Notwithstanding the foregoing, if, and only to the extent required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Code, the aggregate payments pursuant to Section 3(c)(iv) shall be reduced to the amount that is one dollar less than the maximum amount payable pursuant to a “separation pay plan” for separation pay due to involuntary separation from service as set forth in Section 409A of the Code and the regulations promulgated thereunder (the “Performance Severance Payment Limit”). Liz shall, in its sole discretion, determine if the amounts payable pursuant to Section 3(c)(iv) are in excess of the Performance Severance Payment Limit. In determining the aggregate payments pursuant to Section 3(c)(iv) subject to reduction, such amount shall be determined prior to giving effect to any deductions relating to the Executive’s portion of the premiums applicable to the Benefits Continuation. The Executive shall have no rights to receive any payments in excess of the Performance Severance Payment Limit.