Common use of POOR PERFORMANCE Clause in Contracts

POOR PERFORMANCE. In the event of Employee’s termination for Poor Performance, the benefits payable to Employee shall depend upon Employee’s position and years of continuous service to Employer or its affiliates. If Employee had five (5) or fewer years of continuous service as of the Termination Date, Employee shall be entitled to payment of an amount equal to the lesser of (a) the product obtained by multiplying Employee’s then-current base salary by 0.5, or (b) the product obtained by multiplying one-twelfth (1/12) of Employee’s then-current base salary, reduced by 50%, by the number of whole months remaining from the Termination Date until the end of the term of this Agreement. Such amount shall be paid in approximately equal monthly or bi-weekly installments through the end of the calendar year in which the termination occurs. If Employee had more than five (5) years of continuous service as of the Termination Date, or if Employee is a person required to file reports pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, due to Employee’s status as a director, officer or principal stockholder of Employer or of any of its affiliates (a “Section 16 Reporting Person”), Employee shall be entitled to payment of an amount equal to the lesser of (a) Employee’s then-current base salary, or (b) the product obtained by multiplying one-twelfth (1/12) of Employee’s then-current base salary by the number of whole months remaining from the Termination Date until the end of the term of this Agreement. Such amount shall be paid in approximately equal monthly or bi-weekly installments through the end of the calendar year in which the termination occurs. Regardless of Employee’s position or years of service, Employee shall also be entitled to Employee’s target cash incentive compensation award for the period in which such termination occurs, prorated to the Termination Date and payable in a lump sum promptly following such termination. All payments under this Section 5.2.4 shall be subject to Section 5.2.8, Section 5.2.10., Section 6, and to the additional benefit described in Section 5.2.9, if allowed by law and by this Agreement.

POOR PERFORMANCE. In the event of EmployeeOfficer’s termination for Poor Performance, the benefits payable to Employee Officer shall depend upon EmployeeOfficer’s position and years of continuous service to with Employer or its affiliates. If Employee Officer had five sixty (560) or fewer years months of continuous service as of the Termination Date, Employee Officer shall be entitled to payment of an amount equal to the lesser of (a) the product obtained by multiplying EmployeeOfficer’s then-current annual base salary by 0.5, or (b) the product obtained by multiplying one-twelfth (1/12) of EmployeeOfficer’s then-current annual base salary, reduced by 50%, by the number of whole months remaining from the Termination Date until the end of the term of this AgreementTerm (as though such termination for Poor Performance shall not have occurred). Such amount shall be paid in approximately equal monthly or biinstallments commencing on the six-weekly installments month anniversary of the Termination Date through the end of the calendar year in which the termination occurs; provided, however, that to the extent such six-month anniversary occurs after the end of the calendar year in which termination occurs, such amount shall be paid in a lump sum on such six-month anniversary date. If Employee Officer had more than five sixty (560) years months of continuous service as of the Termination Date, or if Employee Officer is a person required to file reports pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, due to EmployeeOfficer’s status as a director, officer or principal stockholder of Employer or of any of its affiliates (a “Section 16 Reporting Person”), Employee Officer shall be entitled to payment of an amount equal to the lesser of (a) EmployeeOfficer’s then-current annual base salary, or (b) the product obtained by multiplying one-twelfth (1/12) of EmployeeOfficer’s then-current annual base salary by the number of whole months remaining from the Termination Date until the end of the term of this AgreementTerm (assuming no termination for Poor Performance). Such amount shall be paid in approximately equal monthly or biinstallments commencing on the six-weekly installments month anniversary of the Termination Date through the end of the calendar year in which the termination occurs. Regardless ; provided, however, that to the extent such six-month anniversary occurs after the end of Employee’s position or years of service, Employee shall also be entitled to Employee’s target cash incentive compensation award for the period calendar year in which such termination occurs, prorated to the Termination Date and payable such amount shall be paid in a lump sum promptly following on such terminationsix-month anniversary date. All payments under this Section 5.2.4 shall be subject to Section 5.2.8, Section 5.2.10., Section 6, and to the additional benefit described in Section 5.2.9, if allowed by law and by this Agreement.