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This excerpt taken from the DIS 8-K filed Oct 6, 2005. Vested Benefits” means amounts which are vested or which Executive is otherwise entitled to receive under the terms of or in accordance with any plan, policy, practice or program of, or any contract or agreement with, the Company, at or subsequent to the date of his termination without regard to the performance by Executive of further services or the resolution of a contingency, provided that Executive shall not be entitled to any benefits under any severance plan, policy or arrangement of the Company or any of its subsidiaries.
(e) Conflict With Plans. As permitted under the terms of the applicable Plans, the Company and Executive agree that the definitions of Termination for Cause or Termination for Good Reason set forth in this Paragraph 6 shall apply in place of any similar definition or comparable concept applicable under either of the Plans (or any similar definition in any successor plan), except that, in connection with a “Triggering Event” as defined in the Stock Plan as in effect on the date hereof, the terms of the applicable plan (and not the definitions of Termination for Cause or Termination for Good Reason set forth in this Paragraph 6) shall apply to determine Executive’s rights and entitlements in respect of the awards made under any such plan (and only in respect of such awards). (f) Section 409A. Notwithstanding anything else contained herein to the contrary, any payment required to be made to Executive hereunder upon his termination of employment (including pursuant to Paragraph 7) shall be made promptly after the six month anniversary of Executive’s date of termination to the extent necessary to avoid imposition on Executive of any tax penalty imposed under Section 409A of the Code. 7. Expiration of the Term of this Agreement. If the Employment Period ends at the expiration of the term stated in Paragraph 1 hereof (i.e., on the last day of the fiscal year ending on or about September 30, 2010) and, prior to such date, the parties hereto have not (i) entered into a mutually satisfactory extension hereof or a new employment agreement to have effect after such date, or (ii) otherwise agreed to continue Executive’s employment without the benefit of an employment agreement, either party may (by written notice to the other) terminate Executive’s employment on, or within 30 days following such expiration of the Employment Period hereunder, in which case (but subject to Paragraph 8 hereof), Executive shall be entitled to receive from the Company a separation payment equal to the sum of (x) the Base Salary and (y) the Average Bonus (the “ |
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