Accrued Amounts. For purposes of this Agreement, “Accrued Amounts” means Executive’s base salary through the date of termination, together with any compensation and benefits payable to Executive based on his or her participation in any compensation or benefit plan, program or arrangement through the date of termination.

Accrued Amounts. Upon termination of Executive’s employment for any reason, the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to # any unpaid Base Salary earned prior to the Termination Date, # reimbursement under Section 3(c) of this Agreement for expenses incurred prior to the Termination Date; # payment for any accrued but unused paid time off (if any), and # any other amounts to which Executive is legally entitled to as of the Termination Date (collectively, the “Accrued Amounts”).

Accrued Benefits. For purposes of this Agreement, 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 Company for the time period ending with the Termination Date; # any and all other cash earned though the Termination Date and deferred at the election of the Executive or pursuant to any deferred compensation plan then in effect; # subject to any irrevocable deferral election then in effect, a lump sum payment of the bonus, incentive compensation and other compensation reportable on Form W‑2 otherwise payable to the Executive with respect to the year in which termination occurs under all bonus or incentive compensation plan or plans of the Company in which the Executive is a participant; and # all other payments and benefits to which the Executive may be entitled as compensatory fringe benefits or under the terms of any benefit plan of the Company. Payment of Accrued Benefits shall be made promptly in accordance with the Company’s prevailing practice with respect to [Subsections (i) and (ii)])] (provided that reimbursements due under clause (ii) must be completed no later than the end of the second calendar year following the year in which the Termination Date occurs) or, with respect to [Subsections (iii), (iv) and (v)])])], pursuant to the terms of the benefit plan or practice establishing such benefits.

Accrued Compensation. For purposes of this Agreement, “Accrued Compensation” shall mean all amounts of compensation for services rendered to the Corporation or any of its Affiliates that have been earned or accrued through the Termination Date but that have not been paid as of the Termination Date including # base salary, # reimbursement for reasonable and necessary business expenses incurred by the Executive on behalf of the Corporation or of its Affiliates of the Corporation during the period ending on the Termination Date and # vacation pay; provided, however, that Accrued Compensation shall not include any amounts described in clause (a) that have been deferred pursuant to any salary reduction or deferred compensation elections made by the Executive.

“Accrued Benefits” means # any earned or accrued portion of Executive’s then effective Base Salary through and including the Date of Termination but not paid to Executive on or prior to such date; # any and all unreimbursed business expenses (in accordance with the Company’s reimbursement policy); and # any other benefits Executive is entitled to receive as of the Date of Termination under the employee benefit plans of the Company (without duplication of any other benefits provided to Executive under this Agreement), less in each case standard withholdings for tax and social security purposes

Accrued Benefits. The term “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 Company and its Affiliates 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 bonus or incentive compensation plan applicable to the Executive, a lump sum amount, in cash, equal to the sum of # any bonus or 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(f) or otherwise) and # a pro rata portion to the Termination Date of the aggregate value of all contingent bonus or incentive compensation awards to the Executive 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; 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 as compensatory fringe benefits or under the terms of any benefit plan of the Employer, including severance payments under the Employer’s severance policies and practices in the form most favorable to the Executive that were in effect at any time during the 180‑day period prior to the Effective Date. Payment of Accrued Benefits shall be made in accordance with the Employer’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, but in any event not later than ten business days after the Termination Date.

The “Accrued Amounts,” which shall mean: # any unpaid Base Salary through the Date of Termination, payable within 30 days following the Date of Termination; # any Bonus earned but unpaid with respect to the fiscal year ending on or preceding the Date of Termination, payable at the time such bonuses would have been paid if Executive was still employed with the Company; # reimbursement for any unreimbursed business expenses incurred through the Date of Termination within 30 days following the Date of Termination; and # any vested benefits payable under the terms of any applicable plan and in accordance therewith; and

“Accrued Amounts” means # accrued but unpaid base salary through the Termination Date; # a cash payment in lieu of any accrued but unused vacation through the Termination Date; # any unreimbursed business expenses incurred through the Termination Date and payable to Executive, in accordance with any Company business expense policies (as applicable); # if the Executive’s termination occurs after the end of the annual bonus performance period but before the annual bonus for the preceding year is paid, the annual bonus for the preceding year, to the extent earned; and # any payments and benefits to which Executive is entitled pursuant to the terms of any employee benefit or compensation plan or program in which Executive participates (or participated). The Company shall pay Executive the items in [(a) through (c)] within 30 days following the Termination Date; the item in # on or before March 15 of the year following the performance year; and the item in # in accordance with the terms of such plans or programs or agreements.

“Accrued Benefits” means # any unpaid Base Salary through the Date of Termination; # any earned but unpaid Annual Bonus for a performance year that has ended on or prior to the Date of Termination; # any accrued and unpaid vacation and/or sick days; # any amounts or benefits owing to the Executive or to the Executive’s beneficiaries under the then applicable benefit plans of the Company (excluding any severance plan, program, agreement or arrangement); # any rights or entitlements under any other agreements between the Executive and the Company, including, without limitation, the Indemnification Agreement and any outstanding equity award agreements; and # any amounts owing to the Executive for reimbursement of expenses properly incurred by the Executive prior to the Date of Termination. Amounts payable # under clauses (i), (ii) and (iii) shall be paid promptly after the Date of Termination; # under clause (iv) shall be paid in accordance with the terms and conditions of the applicable plan, program or arrangement; # under clause (v) shall be treated in accordance with the applicable agreement; and # under clause (vi) shall be paid in accordance with the terms of the applicable expense policy, as applicable.

“Accrued Obligations” means # any accrued and unpaid Base Salary of Executive through the date of termination of employment, payable pursuant to the Company’s standard payroll policies, # any earned and unpaid bonus of Executive under the Annual Bonus Plan for any completed fiscal year prior to the date of termination of employment, # any compensation and benefits to the extent payable to Executive based on Executive’s participation in any compensation or benefit plan, program or arrangement of the Company through the date of termination of employment, payable in accordance with the terms of such plan, program or arrangement, and # any expense reimbursement to which Executive is entitled under the Company’s standard expense reimbursement policy (as applicable) and [Sections 3(e) and 10] hereof.