Common use of Consequences of Termination of Employment Clause in Contracts

Consequences of Termination of Employment. (i) Termination by the Company without Cause or by Executive for Good Reason prior to the Plan Effective Date. Executive shall receive the benefits described in this paragraph 4.b (excluding the severance benefits set forth in paragraphs 4.b.ii.1 and 4.b.ii.2) if the Executive’s employment is terminated without Cause (under paragraph 4.a.ii) at any time during the Term of Employment or if Executive terminates his employment at any time during the Term of Employment for Good Reason (under paragraph 4.a.iv) prior to the Plan Effective Date. For a period of one year following the date of termination of Executive’s employment from the Company, the Company shall at its sole cost and expense (but disregarding any individual tax liability of Executive), and at the election of COBRA by Executive, provide Executive (and his spouse and eligible dependents) with group health benefits substantially similar to those benefits that Executive (and his spouse and eligible dependents) were receiving immediately before his termination (which may at the Company’s election be pursuant to reimbursement of the applicable COBRA premium). Such coverage shall be provided to Executive as COBRA benefits and shall terminate prior to the end of the one-year period if Executive, his spouse or eligible dependents are no longer eligible for COBRA coverage. To the extent possible, the benefits under this section 4.b.i.3 shall be made in a manner that is tax efficient for the Executive so long as there is no adverse tax consequences to the Company. (ii) Termination by the Company without Cause or by Executive for Good Reason after the Plan Effective Date. Executive shall receive the benefits described in this paragraph 4.b (including the benefits set forth in paragraph 4.b. i.) if the Executive’s employment is terminated without Cause (under paragraph 4.a.ii) at any time during the Term of Employment or if Executive terminates his employment at any time during the Term of Employment for Good Reason (under paragraph 4.a.iv) after the Plan Effective Date. If Executive receives the benefits set forth in this paragraph 4.b.ii, Executive shall not be eligible for severance benefits from any other plan, program or policy of the Company then in effect.

Consequences of Termination of Employment. (i) Termination by the Company without Cause or by Executive for Good Reason prior to before the Plan Effective Date. Executive shall receive the benefits described in this paragraph 4.b (excluding the severance benefits set forth in paragraphs 4.b.ii.1 and 4.b.ii.2) if the Company terminates Executive’s employment is terminated without Cause (under paragraph 4.a.ii) at any time during the Term of Employment or if Executive terminates his employment at any time during the Term of Employment for Good Reason (under paragraph 4.a.iv) prior to the Plan Effective Date. For a period of one year following the date of termination of Executive’s employment from the Company, the Company shall at its sole cost and expense (but disregarding any individual tax liability of Executive), and at the election of COBRA by Executive, provide Executive (and his spouse and eligible dependents) with group health benefits substantially similar to those benefits that Executive (and his spouse and eligible dependents) were receiving immediately before his termination (which may at the Company’s election be pursuant to reimbursement of the applicable COBRA premium). Such coverage shall be provided to Executive as COBRA benefits and shall terminate prior to the end of the one-year period if Executive, his spouse or eligible dependents are no longer eligible for COBRA coverage. To the extent possible, the benefits under this section 4.b.i.3 4.b.i.1 shall be made in a manner that is tax efficient for the Executive so long as there is no adverse tax consequences to the Company. (ii) Termination by the Company without Cause or by Executive for Good Reason after the Plan Effective Date. Executive shall receive the benefits described in this paragraph 4.b 4.b.ii (including the benefits set forth in paragraph 4.b. i.) if the Company terminates Executive’s employment is terminated without Cause (under paragraph 4.a.ii) at any time during the Term of Employment or if Executive terminates his employment at any time during the Term of Employment for Good Reason (under paragraph 4.a.iv) after the Plan Effective Date. If Executive receives the benefits set forth in this paragraph 4.b.ii, Executive shall not be eligible for severance benefits from any other plan, program or policy of the Company then in effect.

Consequences of Termination of Employment. (i) Termination by the Company without Cause or by Executive for Good Reason prior to the Plan Effective DateReason. Executive shall be entitled to and shall receive the severance benefits described in this paragraph 4.b (excluding the severance benefits set forth in paragraphs 4.b.ii.1 and 4.b.ii.24.b(i) if the Executive’s employment is terminated without Cause (under paragraph 4.a.ii4.a(iii) at any time during the Term of Employment hereof) or if Executive terminates his employment at any time during the Term of Employment for Good Reason (under paragraph 4.a.iv4.a(v) prior hereof) in the amount of $2,000,000, which shall be reduced to $1,000,000 in the event that the “OpCo Debtors” do not exit bankruptcy by October 31, 2009 (the “Severance Benefit”); provided that if such Severance Benefit becomes due before the Plan Effective Date, the Company shall be obligated to pay the maximum amount that may be provided at such time in accordance with section 503(c)(2) of the Bankruptcy Code (as conclusively determined by the Bankruptcy Court for the District of Delaware), which shall be paid over the one-year period commencing on Executive’s termination of employment in ratable installments in accordance with the Company’s payroll practices in effect on Executive’s date of termination or as agreed between the Company and Executive, subject to paragraph 4.b(v) and paragraph 18.c hereof and to the extent permitted by Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Section 409A”); provided, however, that if Executive has been paid the Success Fee and if Executive is terminated without Cause (under paragraph 4.a(iii) hereof) or Executive terminates his employment for Good Reason (under paragraph 4.a(v) hereof) within twelve months after the Plan Effective Date, the amount of the Severance Benefit shall be reduced by the amount of the Success Fee paid to Executive. For In addition and in any event, for a period of one year following the date of such termination of Executive’s employment from the CompanyCompany described in this paragraph 4.b(i), the Company shall at its sole cost and expense (but disregarding any individual tax liability of Executive), and at the election of COBRA by Executive, provide Executive (and his spouse and eligible dependents) with group health benefits substantially similar to those benefits that Executive (and his spouse and eligible dependents) were receiving immediately before his termination (which may at the Company’s election be pursuant to reimbursement of the applicable COBRA premium). Such coverage shall be provided to Executive as COBRA benefits and shall terminate prior to the end of the one-year period if Executive, his spouse or eligible dependents are no longer eligible for COBRA coverage. To the extent possible, the benefits under this section 4.b.i.3 paragraph 4.b(i) shall be made in a manner that is tax efficient for the Executive so long as there is no adverse tax consequences to the Company. (ii) Termination by the Company without Cause or by Executive for Good Reason after the Plan Effective Date. Executive shall receive the benefits described in this paragraph 4.b (including the benefits set forth in paragraph 4.b. i.) if the Executive’s employment is terminated without Cause (under paragraph 4.a.ii) at any time during the Term of Employment or if Executive terminates his employment at any time during the Term of Employment for Good Reason (under paragraph 4.a.iv) after the Plan Effective Date. If Executive receives the benefits set forth in this paragraph 4.b.ii4.b(i), Executive shall not be eligible for severance benefits from any other plan, program program, or policy of the Company then in effect.

Consequences of Termination of Employment. (i) Termination by the Company without Cause or by Executive for Good Reason prior to before the Plan Effective Date. Executive shall receive the benefits described in this paragraph 4.b (excluding the severance benefits set forth in paragraphs 4.b.ii.1 and 4.b.ii.2) if the Company terminates Executive’s employment is terminated without Cause (under paragraph 4.a.ii) at any time during the Term of Employment or if Executive terminates his employment at any time during the Term of Employment for Good Reason (under paragraph 4.a.iv) prior to the Plan Effective Date. For a period of one year following the date of termination of Executive’s employment from the Company, the Company shall at its sole cost and expense (but disregarding any individual tax liability of Executive), and at the election of COBRA by Executive, provide Executive (and his spouse and eligible dependents) with group health benefits substantially similar to those benefits that Executive (and his spouse and eligible dependents) were receiving immediately before his termination (which may at the Company’s election be pursuant to reimbursement of the applicable COBRA premium). Such coverage shall be provided to Executive as COBRA benefits and shall terminate prior to the end of the one-year period if Executive, his spouse or eligible dependents are no longer eligible for COBRA coverage. To the extent possible, the benefits under this section 4.b.i.3 4.b.i.1 shall be made in a manner that is tax efficient for the Executive so long as there is no adverse tax consequences to the Company. (ii) Termination by the Company without Cause or by Executive for Good Reason after the Plan Effective Date. Executive shall receive the benefits described in this paragraph 4.b 4.b.ii (including the benefits set forth in paragraph 4.b.set i.) if the Company terminates Executive’s employment is terminated without Cause (under paragraph 4.a.ii) at any time during the Term of Employment or if Executive terminates his employment at any time during the Term of Employment for Good Reason (under paragraph 4.a.iv) after the Plan Effective Date. If Executive receives the benefits set forth in this paragraph 4.b.ii, Executive shall not be eligible for severance benefits from any other plan, program or policy of the Company then in effect.

Consequences of Termination of Employment. (i) Termination by the Company without Cause or by Executive for Good Reason prior to the Plan Effective Date. Executive shall receive the benefits described in this paragraph 4.b (excluding the severance benefits set forth in paragraphs 4.b.ii.1 and 4.b.ii.2) if the Company terminates Executive’s employment is terminated without Cause (under paragraph 4.a.ii) at any time during the Term of Employment or if Executive terminates his employment at any time during the Term of Employment for Good Reason (under paragraph 4.a.iv) prior to the Plan Effective Date. For a period of one year following the date of termination of Executive’s employment from the Company, the Company shall at its sole cost and expense (but disregarding any individual tax liability of Executive), and at the election of COBRA by Executive, provide Executive (and his spouse and eligible dependents) with group health benefits substantially similar to those benefits that Executive (and his spouse and eligible dependents) were receiving immediately before his termination (which may at the Company’s election be pursuant to reimbursement of the applicable COBRA premium). Such coverage shall be provided to Executive as COBRA benefits and shall terminate prior to the end of the one-year period if Executive, his spouse or eligible dependents are no longer eligible for COBRA coverage. To the extent possible, the benefits under this section 4.b.i.3 4.b.i.1 shall be made in a manner that is tax efficient for the Executive so long as there is no adverse tax consequences to the Company. (ii) Termination by the Company without Cause or by Executive for Good Reason after the Plan Effective Date. Executive shall receive the benefits described in this paragraph 4.b (including the benefits set forth in paragraph 4.b. i.4.b.i) if the Company terminates Executive’s employment is terminated without Cause (under paragraph 4.a.ii) at any time during the Term of Employment or if Executive terminates his employment at any time during the Term of Employment for Good Reason (under paragraph 4.a.iv) after the Plan Effective Date. If Executive receives the benefits set forth in this paragraph 4.b.ii, Executive shall not be eligible for severance benefits from any other plan, program or policy of the Company then in effect.

Consequences of Termination of Employment. (i) Termination by the Company without Cause or by Executive for Good Reason prior to before the Plan Effective Date. Executive shall receive the benefits described in this paragraph 4.b (excluding the severance benefits set forth in paragraphs 4.b.ii.1 and 4.b.ii.2) if the Company terminates Executive’s employment is terminated without Cause (under paragraph 4.a.ii) at any time during the Term of Employment or if Executive terminates his employment at any time during the Term of Employment for Good Reason (under paragraph 4.a.iv) prior to the Plan Effective Date. For a period of one year following the date of termination of Executive’s employment from the Company, the Company shall at its sole cost and expense (but disregarding any individual tax liability of Executive), and at the election of COBRA by Executive, provide Executive (and his spouse and eligible dependents) with group health benefits substantially similar to those benefits that Executive (and his spouse and eligible dependents) were receiving immediately before his termination (which may at the Company’s election be pursuant to reimbursement of the applicable COBRA premium). Such coverage shall be provided to Executive as COBRA benefits and shall terminate prior to the end of the one-year period if Executive, his spouse or eligible dependents are no longer eligible for COBRA coverage. To the extent possible, the benefits under this section 4.b.i.3 4.b.i.1 shall be made in a manner that is tax efficient for the Executive so long as there is no adverse tax consequences to the Company. (ii) Termination by the Company without Cause or by Executive for Good Reason after the Plan Effective Date. Executive shall receive the benefits described in this paragraph 4.b (including the benefits set forth in paragraph 4.b.receive i.) if the Company terminates Executive’s employment is terminated without Cause (under paragraph 4.a.ii) at any time during the Term of Employment or if Executive terminates his employment at any time during the Term of Employment for Good Reason (under paragraph 4.a.iv) after the Plan Effective Date. If Executive receives the benefits set forth in this paragraph 4.b.ii, Executive shall not be eligible for severance benefits from any other plan, program or policy of the Company then in effect.