Common use of Annual Extension Clause in Contracts

Annual Extension. On December 31 of each year, unless UPC notifies Officer that his employment under this Agreement will not be extended, his employment under this Agreement shall automatically be extended for a one (1) year period from such term set forth in Section 1.2(a) on the same terms and conditions as are set forth herein; provided, however, that the term of this Agreement may be extended only to such time as will provide for a term ending at age sixty-five (65) years. If UPC elects not to extend Officer's employment under this Agreement, as provided in the preceding sentence, it shall do so by notifying Officer in writing within sixty (60) days prior to the applicable December 31 date. If UPC so elects not to extend Officer's employment under this Agreement, Officer shall have the right to either remain as an employee for the remaining term of this Agreement (subject to Officer's right to extend this Agreement under Section 1.2(b) at any time during the remaining term if a Change in Control has occurred or shall occur) or terminate this Agreement at any time during said term and receive in a lump sum on the date of termination an amount equal to three (3) times his Final Average Earnings (as defined in Section 1.2(c)), plus any Tax Gross-Up Payments required by Sections 1.2(e) and 1.2(f). If for any reason the lump payment is not paid on the date specified, then, in addition to the lump sum payment, UPC shall pay interest thereon at the maximum rate permissible by law and shall continue to pay Officer monthly compensation, which shall not be a credit against the lump sum payment, in an amount equal to one-twelfth (1/12) of Officer's Final Average Earnings until such lump sum payment is paid. UPC shall also pay to Officer such termination bonus as the UPC Board of Directors may, in its discretion, determine. Officer's date of termination shall be the December 31 following his election to terminate this Agreement. Additionally, in the event this Agreement is not extended, all options, stock appreciation rights, and other awards in the nature of rights that may be exercised, and all awards of restricted stock, if any, issued to Officer under all stock incentive plans of UPC shall immediately vest and be exercisable by Officer and all restrictions thereon shall lapse.

Annual Extension. On December 31 of each year, unless UPC PFC notifies Officer that his employment under this Agreement will not be extended, his employment under this Agreement shall automatically be extended for a one (1) year period from such after the term set forth in Section 1.2(a) on the same terms and conditions as are set forth herein; provided, however, that the term of this Agreement may be extended only to until such time as will provide for a term ending at December 31 of the year Officer attains age sixty-five (65) years. If UPC PFC elects not to extend Officer's employment under this Agreement, as provided in the preceding sentence, it shall do so by notifying Officer in writing within at least sixty (60) days prior to the applicable December 31 extension date. If UPC PFC so elects not to extend Officer's employment under this Agreement, Officer shall have the right to either remain as an employee for the remaining term of this Agreement (subject to Officer's right to extend this Agreement under Section 1.2(b) at any time during the remaining term if a Change in Control has occurred or shall occur) or or, within one (1) year after the date PFC delivers such notice to Officer, to terminate this Agreement at any time during said term and receive in a lump sum on the date of termination an amount equal to three (3) times his Final Average Earnings (as defined in Section 1.2(c)), plus any Tax Gross-Up Payments required by Sections 1.2(e) and 1.2(f). If for any reason the lump payment is not paid on the date specified, then, in addition to the lump sum payment, UPC PFC shall pay interest thereon at the maximum an annual rate permissible by law of eight percent (8%), compounded monthly, and shall continue to pay Officer monthly compensation, which shall not be a credit against the lump sum payment, in an amount equal to one-twelfth (1/12) of Officer's Final Average Earnings until such lump sum payment is paid. UPC PFC shall also pay to Officer such termination bonus as the UPC PFC Board of Directors may, in its discretion, determine. Officer's date of termination shall be the December 31 following his written election to terminate this Agreement. Additionally, in the event this Agreement is not extended, all options, stock appreciation rights, and other awards in the nature of rights that may be exercised, and all awards of restricted stock, if any, issued to Officer under all stock incentive plans of UPC shall immediately vest and be exercisable by Officer and all restrictions thereon shall lapse.

Annual Extension. On December 31 of each year, unless UPC PFC notifies Officer that his employment under this Agreement will not be extended, his employment under this Agreement shall automatically be extended for a one (1) year period from such after the term set forth in Section 1.2(a) on the same terms and conditions as are set forth herein; provided, however, that the term of this Agreement may be extended only to until such time as will provide for a term ending at December 31 of the year Officer attains age sixty-five (65) years). If UPC PFC elects not to extend Officer's employment under this Agreement, as provided in the preceding sentence, it shall do so by notifying Officer in writing within at least sixty (60) days prior to the applicable December 31 extension date. If UPC PFC so elects not to extend Officer's employment under this Agreement, Officer shall have the right to either remain as an employee for the remaining term of this Agreement (subject to Officer's right to extend this Agreement under Section 1.2(b) at any time during the remaining term if a Change in Control has occurred or shall occur) or or, within one (1) year after the date PFC delivers such notice to Officer, to terminate this Agreement at any time during said term and receive in a lump sum on the date of termination an amount equal to three (3) times his Final Average Earnings (as defined in Section 1.2(c)), plus any Tax Gross-Up Payments required by Sections 1.2(e) and 1.2(f). If for any reason the lump payment is not paid on the date specified, then, in addition to the lump sum payment, UPC PFC shall pay interest thereon at the maximum an annual rate permissible by law of eight percent (8%), compounded monthly, and shall continue to pay Officer monthly compensation, which shall not be a credit against the lump sum payment, in an amount equal to one-twelfth (1/12) of Officer's Final Average Earnings until such lump sum payment is paid. UPC PFC shall also pay to Officer such termination bonus as the UPC PFC Board of Directors may, in its discretion, determine. Officer's date of termination shall be the December 31 following his written election to terminate this Agreement. Additionally, in the event this Agreement is not extended, all options, stock appreciation rights, and other awards in the nature of rights that may be exercised, and all awards of restricted stock, if any, issued to Officer under all stock incentive plans of UPC shall immediately vest and be exercisable by Officer and all restrictions thereon shall lapse.

Annual Extension. On December 31 of each year, unless UPC notifies Officer that his employment under this Agreement will not be extended, his employment under this Agreement shall automatically be extended for a one (1) year period from such term set forth in Section 1.2(a) on the same terms and conditions as are set forth herein; provided, however, that the term of this Agreement may be extended only to such time as will provide for a term ending at age sixty-five (65) years. If UPC elects not to extend Officer's employment under this Agreement, as provided in the preceding sentence, it shall do so by notifying Officer in writing within sixty (60) days prior to the applicable December 31 date. If UPC so elects not to extend Officer's employment under this Agreement, Officer shall have the right to either remain as an employee for the remaining term of this Agreement (subject to Officer's right to extend this Agreement under Section 1.2(b) at any time during the remaining term if a Change in Control has occurred or shall occur) or terminate this Agreement at any time during said term and receive in a lump sum on the date of termination an amount equal to three (3) times his Final Average Earnings (as defined in Section 1.2(c)), plus any Tax Gross-Gross- Up Payments required by Sections 1.2(e) and 1.2(f). If for any reason the lump payment is not paid on the date specified, then, in addition to the lump sum payment, UPC shall pay interest thereon at the maximum rate permissible by law and shall continue to pay Officer monthly compensation, which shall not be a credit against the lump sum payment, in an amount equal to one-twelfth (1/12) of Officer's Final Average Earnings until such lump sum payment is paid. UPC shall also pay to Officer such termination bonus as the UPC Board of Directors may, in its discretion, determine. Officer's date of termination shall be the December 31 following his election to terminate this Agreement. Additionally, in the event this Agreement is not extended, all options, stock appreciation rights, and other awards in the nature of rights that may be exercised, and all awards of restricted stock, if any, issued to Officer under all stock incentive plans of UPC shall immediately vest and be exercisable by Officer and all restrictions thereon shall lapse.

Annual Extension. On December 31 of each year, unless UPC the Company notifies Officer that his employment under this Agreement will not be extended, his employment under this Agreement shall automatically be extended for a one (1) year period from such term set forth in Section 1.2(a) on the same terms and conditions as are set forth herein; provided, however, that the term of this Agreement may be extended only to such time as will provide for a term ending at age sixty-five (65) years. If UPC the Company elects not to extend Officer's employment under this Agreement, as provided in the preceding sentence, it shall do so by notifying Officer in writing within sixty (60) days prior to the applicable December 31 date. If UPC the Company so elects not to extend Officer's employment under this Agreement, Officer shall have the right to either remain as an employee for the remaining term of this Agreement (subject to Officer's right to extend this Agreement under Section 1.2(b) at any time during the remaining term if a Change in Control other than the UPC Merger has occurred or shall occur) or terminate this Agreement at any time during said term and receive in a lump sum on the date of termination an amount equal to three (3) times his Final Average Earnings (as defined in Section 1.2(c)), plus any Excise Tax Gross-Up Payments required by Sections 1.2(e) and Section 1.2(f). If for any reason the lump payment is not paid on the date specified, then, in addition to the lump sum payment, UPC the Company shall pay interest thereon at the maximum rate permissible by law and shall continue to pay Officer monthly compensation, which shall not be a credit against the lump sum payment, in an amount equal to one-twelfth (1/12) of Officer's Final Average Earnings until such lump sum payment is paid. UPC The Company shall also pay to Officer such termination bonus as the UPC Company's Board of Directors may, in its discretion, determine. Officer's date of termination shall be the December 31 following his election to terminate this Agreement. Additionally, in the event this Agreement is not extended, all options, stock appreciation rights, and other awards in the nature of rights that may be exercised, and all awards of restricted stock, if any, issued to Officer under all stock incentive plans of UPC the Company shall immediately vest and be exercisable by Officer and all restrictions thereon shall lapse. The parties hereto acknowledge and agree that any termination by the Company of Officer's employment hereunder, and/or any removal by the Company of Officer from the position of Chief Executive Officer of the Company after commencement of the Third Period (as defined in Section 2.1 hereof) (in each case, other than as a result of termination of Officer's employment by the Company for Cause, Officer's death or Disability or Officer's termination of his employment as contemplated by Section 4.4), shall be deemed to be an immediate election by the Company not to extend Officer's employment hereunder pursuant to this Section 1.2(d) and, in the case of any such termination shall be deemed an immediate election by Officer, and in the case of such removal, shall, at the sole option of Officer, be deemed an immediate election by Officer, to terminate this agreement and receive the payments and benefits provided for in this Section 1.2(d), in each case as of the date Officer receives notice of either such termination or removal (for purposes of clarity, this sentence shall have no impact on the ability of Officer (or his estate or beneficiaries, as the case may be) to receive the payments and benefits set forth in Section 4.2(c) in the event of Officer's death or Disability).