4. Obligations upon Termination of Employment.
(a) Executives Obligations. Executive hereby acknowledges and agrees that all Personal Property (as defined below) and equipment furnished to, or prepared by, Executive in the course of, or incident to, Executives employment, belongs to the Company and shall be promptly returned to the Company upon termination of Executives employment (and will not be kept in Executives possession or delivered to anyone else). For purposes of this Agreement, Personal Property includes, without limitation, all books, manuals, records, reports, notes, contracts, lists, blueprints, and other documents, or materials, or copies thereof (including computer files), keys, building card keys, company credit cards, telephone calling cards, computer hardware and software, cellular and portable telephone equipment, personal digital assistant (PDN) devices, and all other proprietary information relating to the business of the Company or its subsidiaries or affiliates. Following termination, Executive shall not retain any written or other tangible material containing any proprietary information of the Company or its subsidiaries or affiliates. In addition. Executive shall continue to be subject to the Confidential Information Agreement. The representations and warranties contained herein and Executives obligations under Subsection 4(a) and the Confidential Information Agreement (the terms of which are incorporated herein) shall survive the termination of Executives employment and the termination of this Agreement.
(b) Payments of Accrued Obligations upon Termination of Employment. Upon a termination of Executives employment for any reason, Executive (or Executives estate or legal representative, as applicable) shall be entitled to receive, within ten (10) days after the date of termination of Executives employment with the Company (or such earlier date as may be required by applicable law): (i) any portion of Executives Base Salary earned through Executives date of termination of employment not theretofore paid, (ii) any expenses owed to Executive under Section 2(e) above, (iii) any accrued but unused vacation pay owed to Executive pursuant to Section 2(d) above, and (iv) any amount arising from Executives participation in, or benefits under, any employee benefit plans, prograins or arrangements under Section 2(d) above, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements.
(c) Covered Termination Other Than During a Change in Control Period. If. Executive experiences a Covered Termination at any time other than during a Change in Control Period, and if Executive executes a general release of all claims against the Company and its affiliates in a form acceptable to the Company (a Release of Claims) following such Covered Termination, then in addition to any accrued obligations payable under Section 4(b) above, the Company shall provide Executive with the following:
(i) Pay in Lieu of Notice. Executive shall be entitled to receive pay in lieu of notice of termination in an amount equal to Executives then-existing annual Base Salary in effect as of Executives termination date, less applicable withholdings, and payable in a cash lump sum on the first regular payroll date following the date of Executives Release of Claims becomes effective. Additionally, the Executive will receive one (1) times Executives target Annual Bonus assuming achievement of performance goals at target, pro rata, in each case, as in effect as of Executives termination date. Such amount will be subject to applicable withholdings and payable in a single lump sum cash payment on the first regular payroll date following the date the Release of Claims becomes effective.
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