|In order to be eligible to receive the Payment, your employment with the Company must be terminated during the Payment Period under circumstances which entitle you to receive severance pay and layoff benefits under the Plans. Notwithstanding anything in this Payment Agreement to the contrary, you shall become ineligible if, at any time, you become eligible for either “Tier II” or “Tier I” benefits under the Key Employee Plan. For purposes of this Payment Agreement, you will be eligible for the Payment if during the Performance Period there is a layoff as defined in the Plans and (i) your employment is terminated, (ii) your compensation consisting of your combined base salary and VIC target amount, regardless of actual VIC payment (“Base Pay”) is reduced by more than 15%, or (iii) your principle work location is relocated to an area outside a 50 mile radius of its current location.
|You will be ineligible, or forfeit your eligibility, for the Payment if you become ineligible, or forfeit your eligibility, for layoff benefits under the Plans for any reason, whether during Performance Period or otherwise. For the avoidance of doubt, this means, inter alia, that you will not receive, or will become ineligible for, the Payment, if (i) you are or become eligible for severance benefits under, or you become a party to or participant in, any additional severance plan, including but not limited to any Key Employee Severance Plan, other than the Layoff Plan or “Tier III” eligibility under the Key Employee Plan (ii) your employment is terminated by the Company for any reason that would not entitle you to receive severance pay and layoff benefits under the Plans, including but not limited to your death or disability, (iii) you experience a change or reduction in your current duties or responsibilities, either by the Company or any successor, without being terminated, (iv) before, during, or after your termination the Company offers you continuing employment in any capacity with comparable compensation (“Comparable Compensation” shall mean a combined base salary and bonus target equal to at least 85% of the preceding Base Pay total) and you fail to accept that offer (v) you resign from your employment with the Company at any time for any reason (vi) your employment with the Company is terminated due to a sale of your business unit, and you remain or become employed by the successor employer upon the close of the sale of your business unit with Comparable Compensation, regardless of duties (vii) you are offered any position with a successor employer, with Comparable Compensation, and you fail to accept the offer, regardless of duties, (viii) you violate a Confidentiality, Non-Solicitation, or Non-Disparagement provision of this or any agreement with the Company; (ix) you breach this Payment Agreement or any severance and/or release agreements with the Company; and/or (x) your employment is terminated for Cause, which “Cause” includes: