Accrued Benefits. The Executive’s “Accrued Benefits” shall include the following amounts, payable as described herein: # all base salary for the time period ending with the Termination Date; # reimbursement for any and all monies advanced in connection with the Executive’s employment for reasonable and necessary expenses incurred by the Executive on behalf of the Employer for the time period ending with the Termination Date; # any and all other cash earned through the Termination Date and deferred at the election of the Executive or pursuant to any deferred compensation plan then in effect; # notwithstanding any provision of any cash bonus or cash incentive compensation plan applicable to the Executive (other than certain cash-based long-term incentive compensation awards as provided in clause (B) below), but subject to any irrevocable deferral election then in effect, a lump sum amount, in cash, equal to the sum of # any cash bonus or cash incentive compensation that has been allocated or awarded to the Executive for a fiscal year or other measuring period under the plan that ends prior to the Termination Date but has not yet been paid (pursuant to Section 5(e) or otherwise) and # a pro rata portion to the Termination Date of the aggregate value of all contingent cash-based bonus or incentive compensation awards to the Executive (including any such annual bonus and, unless the applicable award document expressly references this definition and provides otherwise, any such long-term incentive compensation awards) for all uncompleted periods under the plan calculated as to each such award as if the Goals with respect to such bonus or incentive compensation award had been attained at the target level; and # all other payments and benefits to which the Executive (or in the event of the Executive’s death, the Executive’s surviving spouse or other beneficiary) may be entitled on the Termination Date as compensatory fringe benefits or under the terms of any benefit plan of the Employer, excluding severance payments under any Employer severance policy, practice or agreement in effect on the Termination Date. Payment of Accrued Benefits shall be made promptly in accordance with the Company’s prevailing practice with respect to clauses (i) and (ii) or, with respect to clauses (iii), (iv) and (v), pursuant to the terms of the benefit plan or practice establishing such benefits; provided that payments pursuant to clause (iv)(B) shall be paid on the first day of the seventh month following the month in which the Executive’s Separation from Service occurs to the extent necessary for compliance with the requirements of Code [Section 409A(a)(2)(B)] relating to specified employees or, to the extent not so required, within ninety (90) days of the Executive’s Separation from Service.

Accrued Benefits. A Participant’s Base Salary, Equity Compensation and other cash or noncash benefits previously earned, vested or accrued prior to the Participant’s Separation Date for which the Participant is entitled to payment under the applicable Company plan or policy or applicable law, as well as reimbursement for reasonable and necessary business expenses incurred by a Participant through the Separation Date and for which reimbursement has been or will be sought in accordance with the Company’s applicable expense reimbursement policies.

Accrued Benefits. Notwithstanding anything to the contrary contained in this Plan, on termination of employment of any Participant, the Company shall pay to the Participant any Accrued Benefits in accordance with the Company’s policy on the Participant’s Separation Date.

Accrued Benefits. Executive shall be entitled to any:

Accrued Benefits. Executive or his estate or beneficiaries, hereunder, as appropriate, in the event of the death of Executive, shall be entitled to the severance benefits specified in this Section 5(b) if, during the Employment Period, Executive’s employment with the Company terminates as a result of Executive’s death or Disability under Section 4(a)(i) or 4(a)(ii). In either such case, Executive shall be entitled to any # incremental Base Salary, # Annual Bonus which has been earned and accrued for a calendar year prior to the Termination Date but remains unpaid which shall be paid in the same form and at the same time as such Annual Bonus, if any, is paid to other senior executive officers, # benefits provided for in Section 3(b) which have accrued up to and including the Termination Date, subject to the terms and conditions of the welfare and benefit plans referenced in Section 3(b), and (iv) reimbursement of reasonable expenses incurred up to and including the Termination Date under the terms of Section 3(c). After the Termination Date, Executive shall no longer be eligible to participate in any of the welfare or benefit plans referenced in Section 3(b), except to the extent and on the terms that participation in any such plan by former employees is expressly provided for by the terms of such plan.

A lump sum amount equal to two times the sum of Executive’s Base Salary in effect as of the date of his termination of employment, to be paid in accordance with, and subject to, Section 4(f);

Payment of Accrued Salary and Benefits. The Company shall pay Executive all unpaid salary, accrued vacation, paid time off, and any and all other benefits or compensation that were earned, accrued or vested but unpaid as of the Retirement Date (the “Accrued Benefits”) on the first normal payroll date of the Company following the Retirement Date or such other time as may be specified in the applicable plan, agreement or other arrangement governing the terms of the Accrued Benefits.

Accrued Obligations. Expiration or termination of this Agreement for any reason shall not release either Party from any liability that, at the time of such expiration or termination, has already accrued to the other Party or that is attributable to a period prior to such expiration or termination, nor will any early termination of this Agreement preclude either Party from pursuing any and all rights and remedies it may have under this Agreement, or at law or in equity, with respect to breach of this Agreement.

Accrued Compensation. On any termination of Executive’s employment with the Company, Executive will be entitled to receive all accrued but unpaid vacation, expense reimbursements, wages, and other benefits due to Executive under any Company-provided plans, policies, and arrangements.

Accrued Obligations. As soon as administratively practicable on or after the Separation Date, [[Parent:Organization]] will pay you all accrued but unpaid base salary and all accrued and unused vacation earned through the Separation Date, subject to standard payroll deductions and withholdings. [[Parent:Organization]] will also reimburse you for all outstanding business expenses incurred prior to the Separation Date that are consistent with [[Parent:Organization]]’s policies in effect from time to time, subject to [[Parent:Organization]]’s requirements with respect to reporting and documenting such expenses. You are entitled to these payments regardless of whether you execute this Agreement.