Compensation upon Termination Contract Clauses (543)

Compensation upon Termination. (a) If Employee's employment is terminated as a result of his Death or Disability, the Company shall pay to Employee's spouse, as applicable, the amount of Base Salary earned by Employee through the date of the Death or through the date of termination notice due to disability, plus any amounts owed to Employee hereunder that are accrued and unpaid. (b) If Employee's employment is terminated by the Board of Directors of the Company for Cause, then Company shall pay to Employee the Base Salary thr...ough the date of his termination and Employee shall have no further entitlement to any other compensation or benefits from the Company. (c) If Employee's employment is terminated by the Company (or its successor) upon the occurrence of a Change of Control, the Company (or its successor, as applicable) shall pay in one lump sum to Employee any amounts owed to Employee hereunder that are accrued and unpaid plus the Base Salary that would be earned through the end of the Term of this Employment Agreement. (d) If Employee's employment is terminated by the Company other than as a result of Employee's death or disability or for reasons other than those specified in Sections 9(b) or (c), then the Company shall continue to pay to Employee the Base Salary and benefits until the earlier to occur of: (1) the end of the Term of this Employment Agreement, or (2) the date that is one year following such termination, and additionally, in one lump sum payment (within 15 days of such termination), any amounts owed to Employee hereunder which were previously accrued or unpaid. (e) If this Agreement is terminated pursuant to Section 8(d), Company shall continue to pay to Employee the Base Salary and benefits until the earlier to occur of (1) the end of the Term of this Employment Agreement, or (2) the date that is one year following such termination; and shall pay in one lump sum payment (within 15 days of such termination), any amounts owed to Employee hereunder which were previously accrued or unpaid. (f) Upon termination of Employee for any reason, Company will pay to Employee (within 15 days of termination) any expense reimbursement amounts owed through the date of termination. (g) This Section 9 sets forth the only obligations of the Company with respect to the termination of Employee's employment with the Company, and Employee acknowledges that, upon the termination of its employment, it shall not be entitled to any payments or benefits which are not explicitly provided in Section 9. (h) The provisions of this Section 9 shall survive any termination of this Agreement. View More

Compensation upon Termination. Executive shall be entitled to the following benefits upon termination of his or her employment prior to March 1, 2019: a. Death or Disability. If the Executive's employment shall be terminated: (i) by reason of Executive's death, or (ii) by Company for Disability; Company shall: (a) within thirty (30) days following the date of such termination ("Termination Date") the Company will pay Executive all amounts due pursuant to the sections on Base Salary, Benefits (including premiums for the cost o...f continuing health care coverage and any matching related to the Company's 401(k) plan), and Incentive Compensation (including a pro-rated bonus, if any, for the year in which the termination occurs) hereof through the date of such termination, plus a lump sum amount equal to twelve (12) months of the Executive's Base Salary; it being understood and agreed that the payments under this paragraph 5(a) shall be conditioned upon Executive executing a waiver and release agreement in a form satisfactory to Company. If the Executive is unable to execute such waiver and release agreement due to death or Disability, then the waiver and release CONFIDENTIAL - DAN L. DEAREN EMPLOYMENT AGREEMENT agreement shall be executed by an authorized agent or representative of Executive and/or Executive's estate. b. For Cause or Without Good Reason. If Executive's employment is terminated: (i) by Company for Cause, or (ii) by Executive for any reason other than for good reason (as defined below), Company shall, within thirty (30) days following the Termination Date, pay Executive all amounts due pursuant to the sections on Base Salary, Benefits, and Incentive Compensation hereof through the date of such termination and Company shall have no further obligation to Executive under this Agreement. c. Without Cause or for Good Reason. In the event of termination without Cause (including a Change in Control) or Executive's resignation for good reason (such as a material change in Executive's duties or responsibilities, a material reduction in salary, a material adverse relocation of primary work location, the failure of the Company to renew the term of the employment agreement, the material failure of the Company or any successor entity to perform its obligations under Executive's employment agreement or Executive's resignation for any reason during the twelve (12) month period after a change in control), the Company will pay Executive all amounts due pursuant to the sections on Base Salary, Benefits (including premiums for the cost of continuing health care coverage and any matching related to the Company's 401(k) plan), and Incentive Compensation (including a pro-rated bonus, if any, for the year in which the termination occurs) hereof through the date of such termination, plus a lump sum amount equal to twelve (12) months of the Executive's Base Salary. d. The stock option grants issued under this Agreement and under prior stock option grants are governed by the terms and conditions of the Plan. Nothing in this Section or any CONFIDENTIAL - DAN L. DEAREN EMPLOYMENT AGREEMENT waiver and release agreement contemplated hereunder shall affect any rights of Executive with respect to Executive's stock options. View More

Compensation upon Termination. 6.1. Termination by Vishay Electronic Without Cause; Termination by Executive With Good Reason. In the event Executive's employment with Vishay Electronic is terminated by Vishay Electronic without Cause or by Executive with Good Reason, Executive shall be entitled to the following: (a) continued payment of Executive's then current Base Salary from the Date of Termination until the third anniversary of the Date of Termination, deducting the applicable notice period subject to continued salary pa...yment in accordance with Section 2.2(b), to be paid in equal installments in accordance with Vishay Electronic's standard payroll practices as in effect from time to time, but no less frequently than monthly, and which shall commence in accordance with Section 6.2; provided, however, that if the Date of Termination occurs within 16 months following a Change in Control that also constitutes "change in control event" described in Treas. Reg. § 1.409A-3(i)(5)(i), then in lieu of the installments payments otherwise due under this Section 6.1(a), Executive will instead receive a single lump sum payment equal to 29 months' Base Salary at the time specified in Section 6.2; (b) payment of any earned but unpaid Bonus for any fiscal year ending prior to the date that notice of termination is given, payable in the same manner and at the same time as such Bonus would have been paid in the absence of such termination; and (c) payment of a pro-rata Bonus for the fiscal year in which notice of termination is given, determined and paid in the same manner and at the same time as such Bonus would have been determined and paid in the absence of such termination. The pro-ration of such Bonus will be determined based on the number of days of the applicable fiscal year that have transpired prior to the date that notice of termination is given relative to the total number of days contained in that fiscal year. 6.2. Release. Notwithstanding any provision of this Agreement, Executive shall not be entitled to receive any payments after the Date of Termination pursuant to Section 6.1 unless Executive has executed and delivered to Vishay Electronic and Vishay a release of all claims in the form prescribed by Vishay Electronic ("Release"), and such Release has become irrevocable within 60 days following the Date of Termination. The severance benefits described in Section 6.1(a) will be paid or begin to be paid, as applicable, as soon as practicable after the Release becomes irrevocable. 6.3. Death and Disability. In the event that Executive's employment with Vishay Electronic ceases due to his death or Disability, Executive will be entitled to receive: (a) payment of any earned but unpaid Bonus for any fiscal year ending prior to the Date of Termination, payable in the same manner and at the same time as such Bonus would have been paid in the absence of such termination; and (b) payment of a pro-rata Bonus for the fiscal year in which the Date of Termination occurs, determined and paid in the same manner and at the same time as such Bonus would have been determined and paid in the absence of such termination. The pro-ration of such Bonus will be determined based on the number of days of the applicable fiscal year that have transpired prior to the Date of Termination relative to the total number of days contained in that fiscal year; provided, in the case of a cessation of employment due to Disability, such Bonus payments will be conditioned on Executive's execution of a release of claims in favor of Vishay and its subsidiaries and affiliates in accordance with Section 6.2. View More