the Other Benefits. Notwithstanding the foregoing provisions of Section 5, in the event that the Executive is a Specified Employee, amounts and benefits that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 5 (other than the Accrued Obligations) during the six-month period immediately following the Date of Termination shall instead be paid, with Interest, on the 409A Payment Date. For the avoidance of doubt, the parties hereto acknowledge that the payments and benefits described in this Section 5 are intended to be exempt from the operation of Section 409A of the Code and not “deferred compensation” within the meaning of Section 409A.
the Other Benefits. Notwithstanding anything herein to the contrary, if the Executive becomes entitled to, and receives, payments and benefits pursuant to Section 3 and thereafter becomes entitled to payments and benefits pursuant to this Section 4, payments and benefits due under this Section 4 shall be reduced by any amounts received pursuant to Section 3.
the Other Benefits. With respect to the provision of Other Benefits, in the event the Executive’s termination occurs during a Change of Control Period, the term “Other Benefits” as utilized in this Section 4(c) shall include, without limitation, and the Executive’s estate and/or beneficiaries shall be entitled to receive, benefits at least equal to the most favorable benefits provided by the Company and the Affiliated Group to the estates and beneficiaries of peer executives of the Company and the Affiliated Group under such plans, programs, practices and policies relating to death benefits, if any, as in effect with respect to other peer executives and their beneficiaries at any time during the 120-day period immediately preceding the Change of Control Effective Date or, if more favorable to the Executive’s estate and/or the Executive’s beneficiaries, as in effect on the date of the Executive’s death with respect to other peer executives of the Company and the Affiliated Group and their beneficiaries.
the Other Benefits. The severance benefits provided for herein shall be in lieu of any other severance benefits under any Company plan or policy and the Executive hereby waives any right to participate in any such arrangement. Notwithstanding anything to the contrary, nothing contained in this Agreement shall affect any rights that the Executive may have with respect to the restricted units granted to him under the Existing Agreement, including rights to vesting on certain terminations of employment, which rights will be governed by the terms of the Existing Agreement (taking into account any effective deferral election applicable to any such restricted units).
the Other Benefits. Notwithstanding anything herein to the contrary, if the Executive becomes entitled to, and receives, payments and benefits pursuant to Section 3 and thereafter becomes entitled to payments and benefits pursuant to this Section 4, payments under this Section 4 shall be promptly paid following the Change in Control (and in no event later than the March 15th of the calendar year following the calendar year in which the Change in Control occurs) and such payments and benefits shall be reduced by any amounts received pursuant to Section 3. In addition, the Executive’s right to receive the lump sum cash payment pursuant to Sections 3(c) or 4(c) shall terminate on March 15th of the calendar year following the calendar year in which the Window Period commenced, and no such amount shall be payable thereafter.
the Other Benefits. Except as specifically provided herein, no additional compensation contemplated by this Agreement will be due or payable to you in connection with such termination.
the Other Benefits. For purposes of this Agreement, "Other Benefits" shall mean all vested benefits and all other benefits that you are otherwise entitled to receive upon or subsequent to the Date of Termination under any plan, policy, practice or program of or any other contract or agreement with the Parent, the Company or any of their affiliates, to the extent payment of such Other Benefits is permitted by law; provided, however, that you will not be eligible to receive any severance benefits other than set forth in this Agreement. In order to be eligible to receive the payments and benefits set forth in this Section 5(a), you shall execute and not revoke a release agreement in a form provided to you by the Parent and excluding claims to payments due to you under this Agreement. Except as specifically provided herein, no other compensation or benefits will be due or payable to you in connection with such termination.
the Other Benefits. Provided the Executive is no longer a member of the Board, any transfer restrictions and lock-ups on the Executive’s securities of the Employer or its affiliates shall expire immediately upon the Date of Termination by reason of Retirement.
the Other Benefits. In addition, if the Executive’s employment terminates pursuant to this Section 4(d) (or pursuant to Section 4(e) below) on or within eighteen (18) months after a Change of Control, all equity-based compensation awards held by the Executive, including awards granted before, on or after the date of this Agreement, shall become fully vested and/or exercisable. The agreements relating to all awards granted on or after the date hereof shall specifically refer to the vesting provisions specified in this Section 4(d). The applicable severance period (the “Severance Period”) shall be two (2) years following the Date of Termination (three (3) years if the Date of Termination occurs after a Change of Control), subject to the automatic termination of such extended Severance Period upon the date that the Executive engages in any activity described in Section 9 that would constitute a material breach of Section 9, regardless of whether the restrictions of Section 9 are then in effect, and upon such automatic termination, the Company may discontinue the Severance Payment to the Executive and seek repayment from the Executive of any Severance Payment paid to him during the period of time commencing on the date that the Executive engaged in such activity (without limiting the remedies available to the Company during the period of time that the restrictions of Section 9 are in effect). The Severance Payment provided under clause (2) of this Section 4(d) shall be paid in a lump sum if a Change of Control has occurred prior to or on the Date of Termination (provided that if the severance payment is considered “nonqualified deferred compensation” subject to Section 409A of the Code, then to the extent necessary to avoid the imposition of additional taxes under Section 409A, the severance payment shall be made in a lump sum only if the Change of Control would be considered a “change of control” as defined under Code Section 409A(a)(2)(A)(v) and the Date of Termination is within two (2) years after the Change of Control).
the Other Benefits. The Accrued Obligations shall be paid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within thirty (30) days of the Date of Termination. The term “Other Benefits” as utilized in this Section 4(b) shall include death benefits to which the Executive is entitled as in effect on the date of the Executive’s death.
