Common use of Benefits on Termination by Employee for Good Reason or by the Company Without Cause Clause in Contracts

Benefits on Termination by Employee for Good Reason or by the Company Without Cause. If Employee elects to terminate his employment during the term of this Agreement within 180 days following the occurrence of an event constituting Good Reason hereunder, or if, in violation of the terms of this Agreement, the Company terminates Employee's employment other than as provided in Sections 5.1, 5.2 or 5.3 hereof, Employee shall be entitled to receive: (a) Severance pay commencing 30 days following the date Employee terminates his employment in an amount equal to one-twelfth of 100% of Employee's Final Average Annual Compensation per month payable monthly for a period of 18 months; (b) During the period of time in which the Company is paying Severance Pay pursuant to Section 5.5(a), the Company shall, at its expense, continue on behalf of the Employee and his dependents and beneficiaries the life insurance, disability, medical, dental and hospitalization benefits provided to the Employee immediately prior to the Notice of Termination. The coverages and benefits (including deductibles and costs) provided during such period shall be no less favorable to the Employee and his dependents and beneficiaries than were provided on the date immediately prior to the Termination. The Company's obligations hereunder with respect to continuation of benefits shall terminate in the event Employee obtains such benefits (regardless of the level and scope of coverage) pursuant to a subsequent employer's benefit plan; (c) The restrictions on any outstanding stock options (including restricted stock and granted performance shares or units) granted to the Employee under any stock option plan or any other incentive plan or arrangement shall lapse and such incentive award shall become 100% vested, all stock options and stock appreciation rights granted to the Employee shall become immediately exerciseable and shall become 100% vested, and all performance units granted to the Employee shall become 100% vested; and (d) For the purposes of this Section 5.5, a decision by the Company not to allow an automatic extension of the term of this Agreement, as permitted under the provisions of Section 3 hereof, shall not constitute a termination of Employee's employment in violation of the terms of this Agreement.

Benefits on Termination by Employee for Good Reason or by the Company Without Cause. If Employee elects to terminate his employment during the term of this Agreement within 180 days following the occurrence of an event constituting Good Reason hereunder, or if, in violation of the terms of this Agreement, the Company terminates Employee's employment other than as provided in Sections 5.1, 5.2 or 5.3 hereof, Employee shall be entitled to receive: (a) Severance pay commencing 30 days following the date Employee terminates his employment in an amount equal to one-twelfth of 100% of Employee's Final Average Annual Compensation per month payable monthly monthly, for a period of 18 months; (b) During the period of time in which the Company is paying Severance Pay pursuant to Section 5.5(a), the Company shall, at its expense, continue on behalf of the Employee and his dependents and beneficiaries the life insurance, disability, medical, dental and hospitalization benefits provided to the Employee immediately prior to the Notice of Termination. The coverages and benefits (including deductibles and costs) provided during such period shall be no less favorable to the Employee and his dependents and beneficiaries than were provided on the date immediately prior to the Termination. The Company's obligations hereunder with respect to continuation of benefits shall terminate in the event Employee obtains such benefits (regardless of the level and scope of coverage) pursuant to a subsequent employer's benefit plan; (c) The restrictions on any outstanding stock options (including restricted stock and granted performance shares or units) granted to the Employee under any stock option plan or any other incentive plan or arrangement shall lapse and such incentive award shall become 100% vested, all stock options and stock appreciation rights granted to the Employee shall become immediately exerciseable and shall become 100% vested, and all performance units granted to the Employee shall become 100% vested; and (d) For the purposes of this Section 5.5, a decision by the Company not to allow an automatic extension of the term of this Agreement, as permitted under the provisions of Section 3 hereof, shall not constitute a termination of Employee's employment in violation of the terms of this Agreement.

Benefits on Termination by Employee for Good Reason or by the Company Without Cause. If Employee elects to terminate his employment during the term of this Agreement within 180 one hundred eighty (180) days following the occurrence of an event constituting Good Reason hereunder, or if, in violation of the terms of this Agreement, the Company terminates Employee's employment other than as provided in Sections 5.1Section 3.1, 5.2 3.2 or 5.3 3.3 hereof, Employee shall be entitled to receivereceive severance pay commencing with the next regularly scheduled pay period of the Company or as follows: (ai) Severance pay commencing 30 days following the date Employee terminates his employment in an amount The bi-weekly sum equal to one-twelfth of 100% ninety (90) percent of Employee's Final Average Annual Compensation per month base salary divided by 26, payable monthly for a period of 18 twelve (12) months;. (bii) During The bi-weekly sum equal to ten (10) percent of Employee's base salary divided by 26 to be paid for the twelve (12) month period immediately following the twelve (12) month period described in Section 3.5(i). (iii) Employee shall continue to receive the fringe benefits set forth in Section 2.3.3, except as limited in the following sentence of time in which the Company is paying Severance Pay pursuant to Section 5.5(athis subparagraph 3.5(iii), for the twenty-four (24) month period during which Employee receives the severance pay set forth in 3.5(i) and (ii), above. After Employee's termination as set forth in this Section 3, Employee shall not have the use of a Company shallautomobile or other transportation allowance and shall not be granted any additional options under any Company stock option or purchase plans. (iv) In the event of termination, at its expenseother than a Termination For Cause, Employee shall continue on behalf to be considered to be an employee for purposes of the Employee and his dependents and beneficiaries the life insurance, disability, medical, dental and hospitalization benefits provided to the Employee immediately prior to the Notice of Termination. The coverages and benefits (including deductibles and costs) provided during such period shall be no less favorable to the Employee and his dependents and beneficiaries than were provided on the date immediately prior to the Termination. The Company's obligations hereunder with respect to continuation of benefits shall terminate in the event Employee obtains such benefits (regardless of the level and scope of coverage) pursuant to a subsequent employer's benefit option plan; (c) The restrictions on any outstanding stock options (including restricted stock and granted performance shares or units) granted to the Employee under any stock option plan or any other incentive plan or arrangement shall lapse and such incentive award shall become 100% vested, all stock options and stock appreciation rights granted to the Employee shall become immediately exerciseable and shall become 100% vested, and all performance units granted other fringe benefits, for so long as payments are scheduled to the be paid to Employee under this Agreement. Employee shall become 100% vested; and (d) For the purposes of not be entitled to participate in any bonuses as described in Section 2.3.3 which were not earned prior to Employee's termination under this Section 5.5, a decision by the Company not to allow an automatic extension of the term of this Agreement, as permitted under the provisions of Section 3 hereof, shall not constitute a termination of Employee's employment in violation of the terms of this Agreement3.