Common use of Compensation on Termination Clause in Contracts

Compensation on Termination. In the event of any termination of this Agreement by Employer pursuant to section 2.02 for any reason other than Employee's willful misconduct, Employee shall be entitled to receive, and Employer shall be obligated to pay, all Base Compensation (as defined in Section 3.01(a) at the annual rate which Employee is receiving on the date Termination notice is given, which would otherwise be paid to Employee hereunder, for a period of four (4) years following the Termination Date together with an amount equal to four (4) times the average annual bonus and incentive compensation received by Employee for the period beginning March 4, 1996 and ending upon the termination of this Agreement together with an amount equal to four (4) times any payment Employer may have made for the previous year to Employee's 401-K Plan and Pension Plan on behalf of the Employee (the "Severance Compensation"). For purposes of calculation hereunder, the bonus and incentive compensation shall be the actual annual bonus and incentive compensation actually paid to Employee or the annual sum of $50,000 whichever is greater. Employer shall pay to Employee the Severance Compensation, at the sole discretion of the Employee, either in a lump sum or in the same manner and on the same dates as Employee would have received the Base Compensation had the termination of this Agreement not occurred. In the event of Employee's death after termination, but before he has received the entire Severance Compensation hereunder, Employer shall pay to Employee's estate or designated beneficiary in one lump sum the balance of the Severance Compensation which would have been due Employee had his death not occurred. From and after the Termination Date, Employee shall be entitled to receive medical and insurance benefits previously received by him at the same level and cost to the Employee as of the Termination Date for a period of four (4) years after the Termination Date in addition to the Severance Compensation. Employer shall pay the premiums for Employee and his dependents' health coverage for the aforesaid four (4) years from the Termination Date under Employer's health plans which cover the Employer's senior executives or similar plans in the same proportion of Employer contributions to Employee contributions to said premiums as in existence on the Termination Date. Payments may, at the discretion of the Employer, be made by continuing the Employee's participation in the Employer's plans as a retiree or by covering the Employee and his dependents under substitute arrangements.

Compensation on Termination. In the event of any termination of this Agreement by Employer pursuant to section 2.02 for any reason other than Employee's willful misconduct, Employee shall be entitled to receive, and Employer shall be obligated to pay, all Base Compensation (as defined in Section 3.01(a) at the annual rate which Employee is receiving on the date Termination notice is given, which would otherwise be paid to Employee hereunder, for a period of four three (43) years following the Termination Date together with an amount equal to four three (43) times the average annual bonus and incentive compensation received by Employee for the period beginning March 4August 31, 1996 1992 and ending upon the termination of this Agreement together with an amount equal to four three (43) times any payment Employer may have made for the previous year to Employee's 401-K Plan and Pension Plan on behalf of the Employee (the "Severance Compensation"). For purposes of calculation hereunder, the bonus and incentive compensation shall be the actual annual bonus and incentive compensation actually paid to Employee or the annual sum of $50,000 whichever is greater. Employer shall pay to Employee the Severance Compensation, at the sole discretion of the Employee, either in a lump sum or in the same manner and on the same dates as Employee would have received the Base Compensation had the termination of this Agreement not occurred. In the event of Employee's death after termination, but before he has received the entire Severance Compensation hereunder, Employer shall pay to Employee's estate or designated beneficiary in one lump sum the balance of the Severance Compensation which would have been due Employee had his death not occurred. From and after the Termination Date, Employee shall be entitled to receive medical and insurance benefits previously received by him at the same level and cost to the Employee as of the Termination Date for a period of four three (43) years after the Termination Date in addition to the Severance Compensation. Employer shall pay the premiums for Employee and his dependents' health coverage for the aforesaid four three (43) years from the Termination Date under Employer's health plans which cover the Employer's senior executives or similar plans in the same proportion of Employer contributions to Employee contributions to said premiums as in existence on the Termination Date. Payments may, at the discretion of the Employer, be made by continuing the Employee's participation in the Employer's plans as a retiree or by covering the Employee and his dependents under substitute arrangements.

Compensation on Termination. In If Employee’s employment is terminated under Sections 5.01, 5.02, 5.03, 5.04 or 5.05 above, the event of any Employer’s obligation to pay Employee’s Base Salary, Auto Allowance and Bonus pursuant to the Annual Incentive Plan shall cease on the date on which the termination of this Agreement by Employer pursuant to section 2.02 for any reason other than Employee's willful misconduct, Employee employment occurs and shall be entitled prorated and accrued to receivethe date of termination, except as expressly provided for below with respect to Sections 5.04 and 5.05(b). Employer’s obligations and Employee’s rights with respect to Stock Awards, Options and Other Benefits shall be governed by the provisions of the plans under which they are granted. If Employee’s employment is terminated under Section 5.04 , the Employer shall be obligated to pay, all Base Compensation (as defined in Section 3.01(a) at the annual rate which Employee is receiving on the date Termination notice is given, which would otherwise be paid pay to Employee hereunder, for a period of four (4) years following the Termination Date together with an amount equal to four (4) times the average his then current annual bonus Base Salary and incentive compensation received by Employee any earned Bonus for the 12 month period beginning March 4ending on the date of termination, 1996 which amount shall be paid by Employer in substantially equal installments over the period of twelve (12) months after the date on which Employee’s employment is so terminated on the dates Employer would normally pay its employees. However, if the Employee is a “Specified Employee”, as defined in Internal Revenue Code Section 409A and ending upon the regulations promulgated there under, on the date of his termination of this Agreement together with an amount equal employment, such amounts otherwise payable within the first six (6) calendar months following the Employee’s termination of employment, shall be delayed, to four (4) times any payment Employer may have made the extent necessary for the previous year Employee to Employee's 401-K Plan and Pension Plan on behalf avoid the adverse tax consequences imposed under Code Section 409A. On the first business day of the Employee (seventh calendar month immediately following the "Severance Compensation"). For purposes Employee’s termination of calculation hereunderemployment, payment of the bonus and incentive compensation aggregate amount of the delayed cash payment shall be the actual annual bonus and incentive compensation actually paid to Employee or the annual sum of $50,000 whichever is greater. Employer shall pay to Employee the Severance Compensation, at the sole discretion of the Employee, either in a lump sum or in the same manner and sum. The remaining installment payments shall be made on the same dates as Employee would have received the Base Compensation had Employer makes regular payroll payments under its customary practice. Employer’s obligations and Employee’s rights with respect to Stock Awards, Options and Other Benefits shall be governed by the termination of this Agreement not occurred. In the event of Employee's death after termination, but before he has received the entire Severance Compensation hereunder, Employer shall pay to Employee's estate or designated beneficiary in one lump sum the balance provisions of the Severance Compensation plans under which would have been due Employee had his death not occurredthey are granted and paid or provided to the date on which Employee’s employment is so terminated. From and after During the Termination Datetime Employer makes such payments, Employee shall provide such assistance and time as may reasonably be entitled required by Employer to receive medical and insurance benefits previously received by him at the same level and cost effect a smooth transition to the Employee as of the Termination Date for a period of four (4employee(s) years after the Termination Date in addition to the Severance Compensation. Employer shall pay the premiums for Employee assuming Employee’s duties and his dependents' health coverage for the aforesaid four (4) years from the Termination Date under Employer's health plans which cover the Employer's senior executives or similar plans in the same proportion of Employer contributions to Employee contributions to said premiums as in existence on the Termination Date. Payments may, at the discretion of the Employer, be made by continuing the Employee's participation in the Employer's plans as a retiree or by covering the Employee and his dependents under substitute arrangementsresponsibilities.

Compensation on Termination. In the event of any termination of this Agreement by Employer pursuant to section 2.02 for any reason other than Employee's willful misconduct, Employee shall be entitled to receive, and Employer shall be obligated to pay, all Base Compensation (as defined in Section 3.01(a) at the annual rate which Employee is receiving on the date Termination notice is given, which would otherwise be paid to Employee hereunder, for a period of four three (43) years following the Termination Date together with an amount equal to four three (43) times the average annual bonus and incentive compensation received by Employee for the period beginning March 4July 1, 1996 1988 and ending upon the termination of this Agreement together with an amount equal to four three (43) times any payment Employer may have made for the previous year to Employee's 401-K Plan and Pension Plan on behalf of the Employee (the "Severance Compensation"). For purposes of calculation hereunder, the bonus and incentive compensation shall be the actual annual bonus and incentive compensation actually paid to Employee or the annual sum of $50,000 whichever is greater. Employer shall pay to Employee the Severance Compensation, at the sole discretion of the Employee, either in a lump sum or in the same manner and on the same dates as Employee would have received the Base Compensation had the termination of this Agreement not occurred. In the event of Employee's death after termination, but before he has received the entire Severance Compensation hereunder, Employer shall pay to Employee's estate or designated beneficiary in one lump sum the balance of the Severance Compensation which would have been due Employee had his death not occurred. From and after the Termination Date, Employee shall be entitled to receive medical and insurance benefits previously received by him at the same level and cost to the Employee as of the Termination Date for a period of four three (43) years after the Termination Date in addition to the Severance Compensation. Employer shall pay the premiums for Employee and his dependents' health coverage for the aforesaid four three (43) years from the Termination Date under Employer's health plans which cover the Employer's senior executives or similar plans in the same proportion of Employer contributions to Employee contributions to said premiums as in existence on the Termination Date. Payments may, at the discretion of the Employer, be made by continuing the Employee's participation in the Employer's plans as a retiree or by covering the Employee and his dependents under substitute arrangements.

Compensation on Termination. In If Employee’s employment is terminated under Sections 5.01, 5.02 or 5.03 above, the event of any Employer’s obligation to pay Employee’s Base Salary, Auto Allowance and Bonus pursuant to the Annual Incentive Plan shall cease on the date on which the termination of this Agreement by Employer pursuant to section 2.02 for any reason other than Employee's willful misconduct, Employee employment occurs and shall be entitled prorated and accrued to receivethe date of termination. Employer’s obligations and Employee’s rights with respect to Stock Awards, Options and Other Benefits shall be governed by the provisions of the plans under which they are granted. If Employee’s employment is terminated under Section 5.04 (a) the Employer shall be obligated to pay, all Base Compensation (as defined in Section 3.01(a) at the annual rate which Employee is receiving on the date Termination notice is given, which would otherwise be paid continue to Employee hereunder, for a period of four (4) years following the Termination Date together with an amount equal to four (4) times the average annual bonus and incentive compensation received by Employee for the period beginning March 4, 1996 and ending upon the termination of this Agreement together with an amount equal to four (4) times any payment Employer may have made for the previous year to Employee's 401-K Plan and Pension Plan on behalf of the Employee (the "Severance Compensation"). For purposes of calculation hereunder, the bonus and incentive compensation shall be the actual annual bonus and incentive compensation actually paid to Employee or the annual sum of $50,000 whichever is greater. Employer shall pay to Employee his then current Base Salary accrued up to and including the Severance Compensationdate on which Executive’s employment is so terminated, at (b) the sole discretion Employer shall continue to pay Auto Allowance and Bonus, in accordance with the terms of the Annual Incentive Plan under which it is them being paid, accrued up to and including the date on which Employee’s employment is so terminated, either and (c) Employer’s obligations and Employee’s rights with respect to Stock Awards, Options and Other Benefits shall be governed by the provisions of the plans under which they are granted and paid or provided to the date on which Employee’s employment is so terminated. If Employee’s employment is terminated under Section 5.05, subject to its rights as specified in a lump sum or in Section 1.02, (a) the same manner and on the same dates as Employee would have received the Base Compensation had the termination of this Agreement not occurred. In the event of Employee's death after termination, but before he has received the entire Severance Compensation hereunder, Employer shall be obligated to continue to pay to Employee's estate or designated beneficiary Employee his then current Base Salary accrued up to and including the date on which Executive’s employment is so terminated, (b) the Employer shall continue to pay Auto Allowance and Bonus, in one lump sum accordance with the balance terms of the Severance Compensation Annual Incentive Plan under which would have been due Employee had his death not occurred. From it is them being paid, accrued up to and after including the Termination Datedate notice of termination is given under such Section, Employee and (c) Employer’s obligations and Employee’s rights with respect to Stock Awards, Options and Other Benefits shall be entitled to receive medical governed by the provisions of the plans under which they are granted and insurance benefits previously received by him at the same level and cost paid or provided to the Employee as of the Termination Date for a period of four (4) years after the Termination Date in addition to the Severance Compensationdate on which Employee’s employment is so terminated. Employer shall pay the premiums for Employee and his dependents' health coverage for the aforesaid four (4) years from the Termination Date under Employer's health plans which cover the Employer's senior executives or similar plans in the same proportion of Employer contributions to Employee contributions to said premiums as in existence on the Termination Date. Payments may, at the discretion of the Employer, be made by continuing the Employee's participation in the Employer's plans as a retiree or by covering the Employee and his dependents under substitute arrangements.ARTICLE SIX

Compensation on Termination. In If Executive’s employment is terminated under Sections 5.01, 5.02 or 5.03 above, the event of any Employer’s obligation to pay Executive’s Base Salary, Auto Allowance and Bonus pursuant to the Annual Incentive Plan shall cease on the date on which the termination of this Agreement by Employer pursuant to section 2.02 for any reason other than Employee's willful misconduct, Employee employment occurs and shall be entitled prorated and accrued to receivethe date of termination. Employer’s obligations and Executive’s rights with respect to Stock Awards, Options and Other Benefits shall be governed by the provisions of the plans under which they are granted. If Executive’s employment is terminated under Section 5.04 or if the Executive terminates his employment for Good Reason under Section 5.05 (b), the Employer shall be obligated to pay, all Base Compensation (as defined in Section 3.01(a) at the annual rate which Employee is receiving on the date Termination notice is given, which would otherwise be paid pay to Employee hereunder, for a period of four (4) years following the Termination Date together with Executive an amount equal to four (4) times the average his then current annual bonus Base Salary and incentive compensation received Auto Allowance and Bonus earned by Employee Executive for the twelve-month period beginning March 4, 1996 and ending upon on the date of termination of this Agreement together employment, which amount may be paid by Employer in substantially equal installments over the period of twelve (12) months after the date on which Executive’s employment is so terminated on the dates Employer would normally pay its employees. Employer’s obligations and Executive’s rights with an amount equal respect to four (4) times any payment Employer may have made for Stock Awards, Options and Other Benefits shall be governed by the previous year to Employee's 401-K Plan and Pension Plan on behalf provisions of the Employee plans under which they are granted and paid or provided to the date on which Executive’s employment is so terminated. During the time Employer makes such payments, Executive shall provide such assistance and time as may reasonably be required by Employer to effect a smooth transition to the employee(s) assuming Executive’s duties and responsibilities. If Executive’s employment is terminated under Section 5.05 (a) (for other than Good Reason), subject to its rights as specified in Section 1.02, (a) the "Severance Compensation"). For purposes of calculation hereunder, the bonus and incentive compensation Employer shall be obligated to continue to pay to Executive his then current Base Salary accrued up to and including the actual annual bonus and incentive compensation actually paid to Employee or date on which Executive’s employment is so terminated, (b) the annual sum of $50,000 whichever is greater. Employer shall continue to pay to Employee Auto Allowance and Bonus, in accordance with the Severance Compensation, at the sole discretion terms of the EmployeeAnnual Incentive Plan under which it is then being paid, either in a lump sum or in accrued up to and including the same manner date on which Executive’s employment is terminated under such Section, and on (c) Employer’s obligations and Executive’s rights with respect to Stock Awards, Options and Other Benefits shall be governed by the same dates as Employee would have received the Base Compensation had the termination of this Agreement not occurred. In the event of Employee's death after termination, but before he has received the entire Severance Compensation hereunder, Employer shall pay to Employee's estate or designated beneficiary in one lump sum the balance provisions of the Severance Compensation plans under which would have been due Employee had his death not occurred. From they are granted and after the Termination Date, Employee shall be entitled to receive medical and insurance benefits previously received by him at the same level and cost paid or provided to the Employee as of the Termination Date for a period of four (4) years after the Termination Date in addition to the Severance Compensation. Employer shall pay the premiums for Employee and his dependents' health coverage for the aforesaid four (4) years from the Termination Date under Employer's health plans date on which cover the Employer's senior executives or similar plans in the same proportion of Employer contributions to Employee contributions to said premiums as in existence on the Termination Date. Payments may, at the discretion of the Employer, be made by continuing the Employee's participation in the Employer's plans as a retiree or by covering the Employee and his dependents under substitute arrangementsExecutive’s employment is so terminated.

Compensation on Termination. In If Employee's employment is terminated under Sections 5.01, 5.02, 5.03 or 5.05 above, the event of any Employer’s obligation to pay Employee’s Base Salary, Auto Allowance and Bonus pursuant to the Annual Incentive Plan shall cease on the date on which the termination of this Agreement by Employer pursuant to section 2.02 for any reason other than Employee's willful misconduct, Employee employment occurs and shall be entitled prorated and accrued to receivethe date of termination. Employer’s obligations and Employee’s rights with respect to Stock Awards, Options and Other Benefits shall be governed by the provisions of the plans under which they are granted. If Employee’s employment is terminated under Section 5.04, the Employer shall be obligated to pay, all Base Compensation (as defined in Section 3.01(a) at the annual rate which Employee is receiving on the date Termination notice is given, which would otherwise be paid pay to Employee hereunder, for a period of four (4) years following the Termination Date together with an amount equal to four (4) times the average his then current annual bonus Base Salary and incentive compensation received Auto Allowance and Bonus earned by Employee for the twelve-month period beginning March 4, 1996 and ending upon on the date of termination of this Agreement together with an employment, which amount may be paid by Employer in substantially equal to four installments over the period of twelve (412) times any payment Employer may have made for months after the previous year to date on which Employee's 401-K Plan employment is so terminated on the dates Employer would normally pay its employees. Employer’s obligations and Pension Plan on behalf Employee’s rights with respect to Stock Awards, Options and Other Benefits shall be governed by the provisions of the plans under which they are granted and paid or provided to the date on which Employee’s employment is so terminated. During the time Employer makes such payments, Employee shall provide such assistance and time as may reasonably be required by Employer to effect a smooth transition to the employee(s) assuming Employee’s duties and responsibilities. If Employee’s employment is terminated under Section 5.05, subject to its rights as specified in Section 1.02, (a) the "Severance Compensation"). For purposes of calculation hereunder, the bonus and incentive compensation Employer shall be the actual annual bonus and incentive compensation actually paid obligated to Employee or the annual sum of $50,000 whichever is greater. Employer shall continue to pay to Employee his then current Base Salary accrued up to and including the Severance Compensationdate on which Employee's employment is so terminated, at (b) the sole discretion Employer shall continue to pay Auto Allowance and Bonus, in accordance with the terms of the Annual Incentive Plan under which it is them being paid, accrued up to and including the date notice of termination is given under such Section, and (c) Employer’s obligations and Employee’s rights with respect to Stock Awards, either in a lump sum or in Options and Other Benefits shall be governed by the same manner and on the same dates as Employee would have received the Base Compensation had the termination of this Agreement not occurred. In the event of Employee's death after termination, but before he has received the entire Severance Compensation hereunder, Employer shall pay to Employee's estate or designated beneficiary in one lump sum the balance provisions of the Severance Compensation plans under which would have been due Employee had his death not occurred. From they are granted and after the Termination Date, Employee shall be entitled to receive medical and insurance benefits previously received by him at the same level and cost paid or provided to the Employee as of the Termination Date for a period of four (4) years after the Termination Date in addition to the Severance Compensation. Employer shall pay the premiums for Employee and his dependents' health coverage for the aforesaid four (4) years from the Termination Date under Employer's health plans date on which cover the Employer's senior executives or similar plans in the same proportion of Employer contributions to Employee contributions to said premiums as in existence on the Termination Date. Payments may, at the discretion of the Employer, be made by continuing the Employee's participation in the Employer's plans as a retiree or by covering the Employee and his dependents under substitute arrangements’s employment is so terminated.

Compensation on Termination. In If Employee’s employment is terminated under Sections 5.01, 5.02, 5.03, 5.04 or 5.05 above, the event of any termination of this Agreement by Employer pursuant Employer’s obligation to section 2.02 for any reason other than pay Employee's willful misconduct, Employee ’s Base Salary and Auto Allowance shall be entitled to receive, and Employer shall be obligated to pay, all Base Compensation (as defined in Section 3.01(a) at the annual rate which Employee is receiving cease on the date Termination notice is given, on which would otherwise be paid to Employee hereunder, for a period of four (4) years following the Termination Date together with an amount equal to four (4) times the average annual bonus and incentive compensation received by Employee for the period beginning March 4, 1996 and ending upon the termination of this Agreement together employment occurs and shall be prorated and accrued to the date of termination. The Employer’s obligations and Employee’s rights with an amount equal respect to four (4) times any payment Employer may have made for Stock Awards, Options and Other Benefits, if any, shall be governed by the previous year to Employee's 401-K Plan and Pension Plan on behalf provisions of the Employee plans under which they are granted (the "Severance Compensation"if so granted). For purposes of calculation hereunderIf Employee’s employment is terminated under Sections 5.01 or 5.05 above, the bonus and incentive compensation Employer’s obligation to pay the amounts set forth in Section 2.02 above shall be the actual annual bonus and incentive compensation actually paid to Employee or the annual sum of $50,000 whichever is greater. Employer shall pay to Employee the Severance Compensation, at the sole discretion of the Employee, either in a lump sum or in the same manner and cease on the same dates as Employee would have received the Base Compensation had date on which the termination of employment occurs and shall be prorated and accrued to the date of termination. If Employee’s employment is terminated under Sections 5.02, 5.03 or 5.04 above, then so long as Employee provides such assistance and time as may reasonably be required 3196714-5 by the Employer to effect a smooth transition to the employee(s) assuming Employee’s duties and responsibilities, the Employer’s obligation to pay the amounts set forth in Section 2.02 shall continue until the fifth anniversary of this Agreement not occurred. In Agreement, it being understood that in the event of Employee's ’s death after termination, but before he has received the entire Severance Compensation hereunder, Employer such obligation shall pay be owed exclusively to Employee's estate or designated beneficiary ’s estate. If Employee is a “Specified Employee”, as defined in one lump sum Internal Revenue Code Section 409A and the balance regulations promulgated thereunder, on the date of his termination of employment, amounts otherwise payable within the first six (6) calendar months following Employee’s termination of employment, if any, shall be delayed, to the extent necessary for Employee to avoid the adverse tax consequences imposed under Code Section 409A. On the first business day of the Severance Compensation which would have been due Employee had his death not occurred. From and after seventh calendar month immediately following Employee’s termination of employment, payment of any such aggregate amount of the Termination Date, Employee delayed cash payment shall be entitled paid in a lump sum. The Employer’s obligations and Employee’s rights with respect to receive medical Stock Awards, Options and insurance benefits previously received Other Benefits, if any, shall be governed by him at the same level provisions of the plans under which they are granted and cost paid or provided to the Employee as of the Termination Date for a period of four (4) years after the Termination Date in addition to the Severance Compensation. Employer shall pay the premiums for Employee and his dependents' health coverage for the aforesaid four (4) years from the Termination Date under Employer's health plans date on which cover the Employer's senior executives or similar plans in the same proportion of Employer contributions to Employee contributions to said premiums as in existence on the Termination Date. Payments may, at the discretion of the Employer, be made by continuing the Employee's participation in the Employer's plans as a retiree or by covering the Employee and his dependents under substitute arrangements’s employment is so terminated.