Common use of Post Termination Payment Obligations Clause in Contracts

Post Termination Payment Obligations. (a) If the Company terminates Your employment Without Cause, as defined above, then the Company shall: (i) Pay You all accrued but unpaid wages through the termination date, based on Your then current base salary, and (ii) after Your separation from service (as defined by Section 409A of the Internal Revenue Code (the "Code") and applicable regulations): (1) pay You a lump sum payment equal to (a) twelve (12) months of Your then current base salary, plus (b) one and one half (1.5) times Your then current annual target incentive bonus under the Company's Officers Incentive Program (subclauses (a) and (b) together the "Separation Payment"). The Separation Payment shall be paid within sixty (60) days of the date of Your termination, provided You have complied with all conditions set forth in subsection (b) below; (2) for a period of twelve (12) months, reimburse Your COBRA premium under the Company's major medical group health plan on a monthly basis, up to a maximum equal to the amount the Company contributed for You on a monthly basis prior to the termination date (the "COBRA Reimbursement"), and (3) make payments to You of One Thousand Three Hundred Dollars ($1,300.00) on the first business day of each month for a period of twelve (12) months, beginning on the first such date that is at least eight (8) days after You sign the Separation & Release Agreement as set forth in subsection (b) below (the "Additional Payments"). The Separation Payment, COBRA Reimbursement, and Additional Payments (collectively, the "Separation Benefits") shall be subject to all applicable withholdings, and shall constitute full satisfaction of the Company's obligations under this Agreement. Except as set forth in this Section 3, the Company shall have no other obligations to You, including under any provision of this Agreement, Company policy, or otherwise.

Post Termination Payment Obligations. (a) If the Company terminates Your Term and Executive’s employment Without Causeis terminated for any of the reasons stated in sub-sections A, as defined aboveB or C of Section 7 of this Agreement or is terminated by Executive pursuant to sub-section D of Section 7 of this Agreement, then Executive shall be entitled to receive his Base Salary at the then current rate and any accrued bonus through the effective date of the termination, payable within fifteen (15) days of the effective termination date, and thereafter the Company shall: shall have no further payment obligations under this Agreement, but Executive shall continue to be bound by Sections 11, 12, and 13 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of the Term. If the Term and Executive’s employment is terminated by the Company pursuant to subsection D of Section 7 of this Agreement or is terminated by Executive pursuant to subsection E of Section 7 of this Agreement, then Company shall pay Executive (i) Pay You all his Base Salary at the then current rate and any accrued but unpaid wages bonus through the effective date of the termination, payable within fifteen (15) days of the termination date, based on Your then current base salary, date and (ii) after Your a separation from service (as defined by Section 409A payment in the amount of his Base Salary at the Internal Revenue Code (the "Code") and applicable regulations): (1) pay You a lump sum payment equal to (a) then current rate for twelve (12) months of Your then current base salary, plus (b) one and one half (1.5) times Your then current annual target incentive bonus under the Company's Officers Incentive Program (subclauses (a) and (b) together the "“Separation Payment"”). The Subject to Executive’s compliance with Section 8(C) hereof, the Separation Payment shall be paid within sixty (60) days in three installments as follows: One-Third of the Separation Payment shall be payable on the four (4) month anniversary of the effective date of Your the termination, provided You have complied with all conditions set forth in subsection ; One-Third of the Separation Payment shall be payable on the six (b6) belowmonth anniversary of the effective date of the termination; (2) for a period and One-Third of the Separation Payment shall be payable on the twelve (12) months, reimburse Your COBRA premium under the Company's major medical group health plan on a monthly basis, up to a maximum equal to the amount the Company contributed for You on a monthly basis prior to the termination date (the "COBRA Reimbursement"), and (3) make payments to You of One Thousand Three Hundred Dollars ($1,300.00) on the first business day of each month for a period of twelve (12) months, beginning on the first such date that is at least eight (8) days after You sign the Separation & Release Agreement as set forth in subsection (b) below (the "Additional Payments"). The Separation Payment, COBRA Reimbursement, and Additional Payments (collectively, the "Separation Benefits") shall be subject to all applicable withholdings, and shall constitute full satisfaction anniversary of the Company's obligations under this Agreementeffective date of the termination. Except as set forth in this Section 3Thereafter, the Company shall have no further payment obligations under this Agreement, but Executive shall continue to be bound by Sections 11, 12, and 13 and all other post-termination obligations to You, including under any provision contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement. The post-termination obligations under this sub-section B shall be binding upon the Company regardless of Executive’s subsequent employment with any other person, firm, partnership, association, business organization, corporation or other entity which is not affiliated with the Company. As a condition to the Company’s obligation to pay the Separation Payment, Executive shall: Within 60 days following Executive’s termination of employment, execute (and not revoke) a Separation and Release Agreement in a form prepared by and acceptable to the Company policywhereby Executive releases the Company and its affiliates and their respective officers, directors and employees from any and all liability and settles all claims of any kind. If a bona fide dispute exists, then Executive shall deliver a written notice of the nature of the dispute to the Company within 30 days following receipt of the Separation and Release Agreement. Benefits shall be deemed forfeited if the release (or otherwisea written notice of a bona fide dispute) is not executed and delivered to the Company within the time specified herein; and Comply with the restrictive covenants (Sections 11 and 12 of this Agreement) and all other post-termination obligations contained in this Agreement. The parties agree that regardless of whether Executive complies with the provisions of Section 8(C)(1) and whether the Company pays Executive the Separation Payment, Executive shall continue to be bound by Sections 11, 12 and 13 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that survive termination of the Term and Executive’s employment.

Post Termination Payment Obligations. (a) If this Agreement terminates for any of the Company terminates Your employment Without Causereasons stated in sub-sections A, as defined aboveB or C of Section 8 of this Agreement or is terminated by Executive pursuant to subsection D of Section 8 of this Agreement, then the Company shall: (i) Pay You all Executive shall be entitled to receive his Base Salary at the then current rate and any accrued but unpaid wages bonus through the effective date of the termination, payable within fifteen (15) days of the effective termination date, based on Your and thereafter the Company shall have no further obligations under this Agreement, but Executive shall continue to be bound by Sections 12, 13, and 14 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement. If this Agreement terminates in accordance with sub-sections E of Section 8 of this Agreement or is terminated by Company pursuant to subsection D of Section 8 of this Agreement then Company shall pay Executive his Base Salary at the then current base salaryrate and any accrued bonus through the effective termination date, and payable within fifteen (ii15) after Your separation from service (as defined by Section 409A days of the Internal Revenue Code termination date and the Company shall pay Executive a separation payment in the amount of twelve months Base Salary at the then current rate (the "Code") and applicable regulations): (1) pay You a lump sum payment equal to (a) twelve (12) months of Your then current base salary, plus (b) one and one half (1.5) times Your then current annual target incentive bonus under the Company's Officers Incentive Program (subclauses (a) and (b) together the "“Separation Payment"”). The Separation Payment shall be paid within sixty in three installments as follows: One-Third of the Separation Payment shall be payable upon the later of (60a) fifteen (15) days of after the termination date of Your termination, provided You have complied with all conditions set forth in subsection or (b) the day after the expiration date of Executive’s legally required right, if any, to revoke his signature or agreement in connection with the Separation and Release Agreement described in Section 9(C) below; One-Third of the Separation Payment shall be payable on the six (26) for a period month anniversary of the termination date; and One-Third of the Separation Payment shall be payable on the twelve (12) monthsmonth anniversary of the termination date. The post-termination obligations under this Section 9(B) shall be binding upon the Company regardless of the Executive's subsequent employment with any other person, reimburse Your COBRA premium under firm, partnership, association, business organization, corporation or other entity which is not affiliated with the Company's major medical group health plan on . In consideration of, and as a monthly basis, up to a maximum equal condition to the amount Company’s obligation to pay the Company contributed for You on a monthly basis prior to the termination date (the "COBRA Reimbursement"), and (3) make payments to You of One Thousand Three Hundred Dollars ($1,300.00) on the first business day of each month for a period of twelve (12) months, beginning on the first such date that is at least eight (8) days after You sign the Separation & Release Agreement as set forth in subsection (b) below (the "Additional Payments"). The Separation Payment, COBRA Reimbursement, Executive shall: Execute a Separation and Additional Payments (collectively, the "Separation Benefits") shall be subject Release Agreement in a form prepared by and acceptable to all applicable withholdings, and shall constitute full satisfaction of the Company's obligations under this Agreement. Except as set forth in this Section 3, the Company shall have no other obligations to You, including under whereby Executive releases the Company from any provision and all liability and settles claims of any kind; and Comply with the restrictive covenants (Sections 12 and 13 of this Agreement), Company policy, or otherwiseall other post-termination obligations contained in this Agreement and the provisions of this Agreement that specifically survive termination of this Agreement.

Post Termination Payment Obligations. (a) If this Agreement terminates for any of the Company terminates Your employment Without Causereasons stated in sub-sections A, as defined aboveB or C of Section 8 of this Agreement or is terminated by Executive pursuant to subsection D of Section 8 of this Agreement, then the Company shall: (i) Pay You all Executive shall be entitled to receive his Base Salary at the then current rate and any accrued but unpaid wages bonus through the effective date of the termination, payable within fifteen (15) days of the effective termination date, based on Your and thereafter the Company shall have no further obligations under this Agreement, but Executive shall continue to be bound by Sections 12, 13, and 14 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement. If this Agreement terminates in accordance with sub-sections E of Section 8 of this Agreement or is terminated by Company pursuant to subsection D of Section 8 of this Agreement then Company shall pay Executive his Base Salary at the then current base salaryrate and any accrued bonus through the effective termination date, and payable within fifteen (ii15) after Your separation from service (as defined by Section 409A days of the Internal Revenue Code termination date and the Company shall pay Executive a separation payment in the amount of six months Base Salary at the then current rate (the "Code") and applicable regulations): (1) pay You a lump sum payment equal to (a) twelve (12) months of Your then current base salary, plus (b) one and one half (1.5) times Your then current annual target incentive bonus under the Company's Officers Incentive Program (subclauses (a) and (b) together the "“Separation Payment"”). The Separation Payment shall be paid within sixty in three installments as follows: One-Third of the Separation Payment shall be payable upon the later of (60a) fifteen (15) days of after the termination date of Your termination, provided You have complied with all conditions set forth in subsection or (b) the day after the expiration date of Executive’s legally required right, if any, to revoke his signature or agreement in connection with the Separation and Release Agreement described in Section 9(C) below; (2) for a period One-Third of twelve (12) months, reimburse Your COBRA premium under the Company's major medical group health plan Separation Payment shall be payable on a monthly basis, up to a maximum equal to the amount the Company contributed for You on a monthly basis prior to the termination date (the "COBRA Reimbursement"), and three (3) make payments to You month anniversary of One Thousand Three Hundred Dollars ($1,300.00) the termination date; and One-Third of the Separation Payment shall be payable on the first business day six (6) month anniversary of each month for a period of twelve (12) months, beginning on the first such date that is at least eight (8) days after You sign the Separation & Release Agreement as set forth in subsection (b) below (the "Additional Payments")termination date. The post-termination obligations under this Section 9(B) shall be binding upon the Company regardless of the Executive's subsequent employment with any other person, firm, partnership, association, business organization, corporation or other entity which is not affiliated with the Company. In consideration of, and as a condition to the Company’s obligation to pay the Separation Payment, COBRA Reimbursement, Executive shall: Execute a Separation and Additional Payments (collectively, the "Separation Benefits") shall be subject Release Agreement in a form prepared by and acceptable to all applicable withholdings, and shall constitute full satisfaction of the Company's obligations under this Agreement. Except as set forth in this Section 3, the Company shall have no other obligations to You, including under whereby Executive releases the Company from any provision and all liability and settles claims of any kind; and Comply with the restrictive covenants (Sections 12 and 13 of this Agreement), Company policy, or otherwiseall other post-termination obligations contained in this Agreement and the provisions of this Agreement that specifically survive termination of this Agreement.

Post Termination Payment Obligations. (a) If the Company terminates Your Term and Executive’s employment Without Causeis terminated for any of the reasons stated in sub-sections A, as defined aboveB or C of Section 7 of this Agreement or is terminated by Executive pursuant to sub-section D of Section 7 of this Agreement, then the Company shall: Executive shall be entitled to receive (i) Pay You all accrued but unpaid wages through his Base Salary at the then current rate, payable within fifteen (15) days of the effective termination date, based on Your then current base salary, and (ii) after Your separation from service only in the case of a termination for any of the reasons stated in sub-sections A or B of Section 7 of this Agreement, the Bonus Payment (as defined below). Thereafter the Company shall have no further payment obligations under this Agreement, but Executive shall continue to be bound by Section 409A Sections 11, 12, and 13 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of the Internal Revenue Code Term. If the Term and Executive’s employment is terminated by the Company pursuant to subsection D of Section 7 of this Agreement or is terminated by Executive pursuant to subsection E of Section 7 of this Agreement, then Company shall pay Executive (i) his Base Salary at the "Code"then current rate through the effective date of the termination, payable within fifteen (15) and applicable regulations): days of the termination date, (1ii) pay You a lump sum separation payment equal to (a) in the amount of his Base Salary at the then current rate for twelve (12) months of Your then current base salary, plus (b) one and one half (1.5) times Your then current annual target incentive bonus under the Company's Officers Incentive Program (subclauses (a“Separation Payment”) and (biii) together the "Separation actual annual bonus in respect of the calendar year in which the effective date of the termination occurs (the “Termination Year”) that the Executive would have earned (based on actual performance) had the Executive remained employed with the Company through the time such bonuses are paid, prorated for the number of days in the Termination Year that Executive was employed by the Company, payable at the same time annual bonuses are paid to similarly situated executives of the Company (the “Bonus Payment"”). The Subject to Executive’s compliance with Section 8(C) hereof, the Separation Payment shall be paid within sixty (60) days in three installments as follows: One-Third of the Separation Payment shall be payable on the four (4) month anniversary of the effective date of Your the termination, provided You have complied with all conditions set forth in subsection ; One-Third of the Separation Payment shall be payable on the six (b6) belowmonth anniversary of the effective date of the termination; (2) for a period and One-Third of the Separation Payment shall be payable on the twelve (12) months, reimburse Your COBRA premium under the Company's major medical group health plan on a monthly basis, up to a maximum equal to the amount the Company contributed for You on a monthly basis prior to the termination date (the "COBRA Reimbursement"), and (3) make payments to You of One Thousand Three Hundred Dollars ($1,300.00) on the first business day of each month for a period of twelve (12) months, beginning on the first such date that is at least eight (8) days after You sign the Separation & Release Agreement as set forth in subsection (b) below (the "Additional Payments"). The Separation Payment, COBRA Reimbursement, and Additional Payments (collectively, the "Separation Benefits") shall be subject to all applicable withholdings, and shall constitute full satisfaction anniversary of the Company's obligations under this Agreementeffective date of the termination. Except as set forth in this Section 3Thereafter, the Company shall have no further payment obligations under this Agreement, but Executive shall continue to be bound by Sections 11, 12, and 13 and all other post-termination obligations to You, including under any provision contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement. The post-termination obligations under this sub-section B shall be binding upon the Company regardless of Executive’s subsequent employment with any other person, firm, partnership, association, business organization, corporation or other entity which is not affiliated with the Company. As a condition to the Company’s obligation to pay the Separation Payment or the Bonus Payment, Executive shall: Within 60 days following Executive’s termination of employment, execute (and not revoke) a Separation and Release Agreement in a form prepared by and acceptable to the Company policy(which form shall include customary exclusions for any directors’ and officers’ indemnification and insurance arrangements and vested rights under any employee benefit plan of the Company) whereby Executive releases the Company and its affiliates and their respective officers, directors and employees from any and all liability and settles all claims of any kind. Benefits shall be deemed forfeited if the release is not executed and delivered to the Company within the time specified herein; and Comply with the restrictive covenants (Sections 11 and 12 of this Agreement) and all other post-termination obligations contained in this Agreement. The parties agree that regardless of whether Executive complies with the provisions of Section 8(C)(1) and whether the Company pays Executive the Separation Payment or otherwiseBonus Payment, Executive shall continue to be bound by Sections 11, 12 and 13 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that survive termination of the Term and Executive’s employment.