Common use of INVOLUNTARY TERMINATION OR TERMINATION WITHOUT CAUSE Clause in Contracts

INVOLUNTARY TERMINATION OR TERMINATION WITHOUT CAUSE. (a) If Executive shall suffer an Involuntary Termination or a Termination Without Cause, then: (i) the Company shall pay Executive a lump sum equal to any annual salary and other benefits earned and accrued under this Agreement prior to the Termination Date (and reimbursement under this Agreement for expenses incurred prior to the Termination Date); (ii) the Company shall pay Executive an amount equal to the target Annual Bonus for the Termination Year multiplied by a fraction, the numerator of which is the number of days elapsed in the Termination Year through the Termination Date and the denominator of which is the number of days in the Termination Year; (iii) the Company shall pay Executive an amount equal to three times the Severance Amount; (iv) all outstanding unvested stock options, restricted stock and other unvested equity-type interests shall vest and shall otherwise be exercisable for the greater of (1) one year after the effective date of such termination or (2) in accordance with their terms (provided, however, that the Board, in its sole discretion, may extend such exercise period, and/or modify any of the other terms and conditions of any such stock option, stock award or other equity-type award programs, on terms no less favorable to Executive than those provided for herein); (v) the Company shall forgive any and all outstanding balances on loans made by the Company to Executive to purchase the Company’s stock (provided, however, that as a condition precedent to the Company’s obligation to forgive such loans, the Company may withhold from other amounts payable to Executive, or require Executive to pay to the Company, the amount the Company in good fxxxx xxxxx necessary to satisfy the Company’s obligation to withhold federal, state or local income or other taxes incurred by reason of such forgiveness of loans); (vi) the Company shall continue to provide Executive, for the longer of one year or the remainder of the Employment Term, with the level of health/medical insurance or coverage provided to Executive at the time of such termination; provided, however, that the Company shall in no event be required to provide any coverage after such time as Executive becomes entitled to receive benefits of the same type from another employer or recipient of Executive’s services (and provided, further, that such entitlement shall be determined without regard to any individual waivers or other similar arrangements); (vii) the Company shall pay to Executive the aggregate amount of any remaining unpaid supplemental cash payments under Section B, Paragraph 4(f) hereof; (viii) any continued rights and benefits that Executive may have under employee benefit plans and programs of the Company upon such termination shall be determined in accordance with the terms and provisions of such plans and programs; and (ix) Executive shall have no further rights to any other compensation or benefits hereunder or granted hereunder on or after the termination of employment, or any other rights hereunder. (b) Notwithstanding the foregoing, (i) neither Good Reason nor grounds for Involuntary Termination shall be deemed to exist unless a Notice of Termination on account thereof (specifying a termination date no less than 14 days and no more than 21 days from the date of such notice) is given no later than 90 days after the time at which the event or condition purportedly giving rise to Good Reason or the Involuntary Termination first occurs or arises; and (ii) if there exists (without regard to this clause (ii)) an event or condition that constitutes Good Reason or grounds for Involuntary Termination, the Company shall have 14 days from the date such Notice of Termination is given to remedy or cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason or grounds for Involuntary Termination, respectively, hereunder.

INVOLUNTARY TERMINATION OR TERMINATION WITHOUT CAUSE. (a) If Executive shall suffer an Involuntary Termination or a Termination Without Cause, then: (i) the Company shall pay Executive a lump sum equal to any annual salary and other benefits earned and accrued under this Agreement prior to the Termination Date (and reimbursement under this Agreement for expenses incurred prior to the Termination Date); (ii) the Company shall pay Executive an amount equal to the target Annual Bonus for the Termination Year multiplied by a fraction, the numerator of which is the number of days elapsed in the Termination Year through the Termination Date and the denominator of which is the number of days in the Termination Year; (iii) the Company shall pay Executive an amount equal to three times the Severance Amount; (iv) all outstanding unvested stock options, restricted stock and other unvested equity-type interests shall vest and shall otherwise be exercisable for the greater of (1) one year after the effective date of such termination or (2) in accordance with their terms (provided, however, that the Board, in its sole discretion, may extend such exercise period, forgive any authorized loan previously made to Executive to purchase any such stock, and/or modify any of the other terms and conditions of any such stock option, stock award or other equity-type award programs, on terms no less favorable to Executive than those provided for herein); (v) the Company shall forgive any and all outstanding balances on loans made by the Company to Executive to purchase the Company’s stock (provided, however, that as a condition precedent to the Company’s obligation to forgive such loans, the Company may withhold from other amounts payable to Executive, or require Executive to pay to the Company, the amount the Company in good fxxxx xxxxx necessary to satisfy the Company’s obligation to withhold federal, state or local income or other taxes incurred by reason of such forgiveness of loans); (vi) the Company shall continue to provide Executive, for the longer of one year or the remainder of the Employment Term, with the level of health/medical insurance or coverage provided to Executive at the time of such termination; it being expressly understood and agreed that nothing in this clause (v) shall restrict the ability of the Company to amend or terminate such plans and programs from time to time in its sole discretion; provided, however, that the Company shall in no event be required to provide any coverage after such time as Executive becomes entitled to receive benefits of the same type from another employer or recipient of Executive’s 's services (and provided, further, that such entitlement shall be determined without regard to any individual waivers or other similar arrangements); (vii) the Company shall pay to Executive the aggregate amount of any remaining unpaid supplemental cash payments under Section B, Paragraph 4(f) hereof; (viiivi) any continued rights and benefits that Executive may have under employee benefit plans and programs of the Company upon such termination shall be determined in accordance with the terms and provisions of such plans and programs; and (ixvii) Executive shall have no further rights to any other compensation or benefits hereunder or granted hereunder on or after the termination of employment, or any other rights hereunder. (b) Notwithstanding the foregoing, (i) neither Good Reason nor grounds for Involuntary Termination shall be deemed to exist unless a Notice of Termination on account thereof (specifying a termination date no less than 14 days and no more than 21 days from the date of such notice) is given no later than 90 days after the time at which the event or condition purportedly giving rise to Good Reason or the Involuntary Termination first occurs or arises; and (ii) if there exists (without regard to this clause (ii)) an event or condition that constitutes Good Reason or grounds for Involuntary Termination, the Company shall have 14 days from the date such Notice of Termination is given to remedy or cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason or grounds for Involuntary Termination, respectively, hereunder.

INVOLUNTARY TERMINATION OR TERMINATION WITHOUT CAUSE. (a) If Executive shall suffer an Involuntary Termination or a Termination Without Cause, then: (i) the Company shall pay Executive a lump sum equal to any annual salary and other benefits earned and accrued under this Agreement prior to the Termination Date (and reimbursement under this Agreement for expenses incurred prior to the Termination Date); (ii) the Company shall pay Executive an amount equal to the target Annual Bonus for the Termination Year multiplied by a fraction, the numerator of which is the number of days elapsed in the Termination Year through the Termination Date and the denominator of which is the number of days in the Termination Year; (iii) the Company shall pay Executive an amount equal to three times the Severance Amount; (iv) all outstanding unvested stock options, restricted stock and other unvested equity-type interests shall vest and shall otherwise be exercisable for the greater of (1) one year after the effective date of such termination or (2) in accordance with their terms (provided, however, that the Board, in its sole discretion, may extend such exercise period, and/or modify any of the other terms and conditions of any such stock option, stock award or other equity-type award programs, on terms no less favorable to Executive than those provided for herein); (v) the Company shall forgive any and all outstanding balances on loans made by the Company to Executive to purchase the Company’s 's stock (provided, however, that as a condition precedent to the Company’s 's obligation to forgive such loans, the Company may withhold from other amounts payable to Executive, or require Executive to pay to the Company, the amount the Company in good fxxxx xxxxx xxxxx necessary to satisfy the Company’s 's obligation to withhold federal, state or local income or other taxes incurred by reason of such forgiveness of loans); (vi) the Company shall continue to provide Executive, for the longer of one year or the remainder of the Employment Term, with the level of health/medical insurance or coverage provided to Executive at the time of such termination; provided, however, that the Company shall in no event be required to provide any coverage after such time as Executive becomes entitled to receive benefits of the same type from another employer or recipient of Executive’s 's services (and provided, further, that such entitlement shall be determined without regard to any individual waivers or other similar arrangements); (vii) the Company shall pay to Executive the aggregate amount of any remaining unpaid supplemental cash payments under Section B, Paragraph 4(f) hereof; (viii) any continued rights and benefits that Executive may have under employee benefit plans and programs of the Company upon such termination shall be determined in accordance with the terms and provisions of such plans and programs; and (ixviii) Executive shall have no further rights to any other compensation or benefits hereunder or granted hereunder on or after the termination of employment, or any other rights hereunder. (b) Notwithstanding the foregoing, (i) neither Good Reason nor grounds for Involuntary Termination shall be deemed to exist unless a Notice of Termination on account thereof (specifying a termination date no less than 14 days and no more than 21 days from the date of such notice) is given no later than 90 days after the time at which the event or condition purportedly giving rise to Good Reason or the Involuntary Termination first occurs or arises; and (ii) if there exists (without regard to this clause (ii)) an event or condition that constitutes Good Reason or grounds for Involuntary Termination, the Company shall have 14 days from the date such Notice of Termination is given to remedy or cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason or grounds for Involuntary Termination, respectively, hereunder.

INVOLUNTARY TERMINATION OR TERMINATION WITHOUT CAUSE. (a) If Executive shall suffer an Involuntary Termination or a Termination Without Cause, then: (i) the Company shall pay Executive a lump sum equal to any annual salary and other benefits earned and accrued under this Agreement prior to the Termination Date (and reimbursement under this Agreement for expenses incurred prior to the Termination Date); (ii) the Company shall pay Executive an amount equal to the target Annual Bonus for the Termination Year multiplied by a fraction, the numerator of which is the number of days elapsed in the Termination Year through the Termination Date and the denominator of which is the number of days in the Termination Year; (iii) the Company shall pay Executive an amount equal to three times the Severance Amount; (iv) all outstanding unvested stock options, restricted stock and other unvested equity-type interests shall vest and shall otherwise be exercisable for the greater of (1) one year after the effective date of such termination or (2) in accordance with their terms (provided, however, that the Board, in its sole discretion, may extend such exercise period, forgive any authorized loan previously made to Executive to purchase any such stock, and/or modify any of the other terms and conditions of any such stock option, stock award or other equity-type award programs, on terms no less favorable to Executive than those provided for herein); (v) the Company shall forgive any and all outstanding balances on loans made by the Company to Executive to purchase the Company’s stock (provided, however, that as a condition precedent to the Company’s obligation to forgive such loans, the Company may withhold from other amounts payable to Executive, or require Executive to pay to the Company, the amount the Company in good fxxxx xxxxx necessary to satisfy the Company’s obligation to withhold federal, state or local income or other taxes incurred by reason of such forgiveness of loans); (vi) the Company shall continue to provide Executive, for the longer of one year or the remainder of the Employment Term, with the level of health/medical insurance or coverage provided to Executive at the time of such termination; it being expressly understood and agreed that nothing in this clause (v) shall restrict the ability of the Company to amend or terminate such plans and programs from time to time in its sole discretion; provided, however, that the Company shall in no event be required to provide any coverage after such time as Executive becomes entitled to receive benefits of the same type from another employer or recipient of Executive’s 's services (and provided, further, that such entitlement shall be determined without regard to any individual waivers or other similar arrangements); (vii) the Company shall pay to Executive the aggregate amount of any remaining unpaid supplemental cash payments under Section B, Paragraph 4(f) hereof; (viiivi) any continued rights and benefits that Executive may have under employee benefit plans and programs of the Company upon such termination shall be determined in accordance with the terms and provisions of such plans and programs; and (ixvii) Executive shall have no further rights to any other compensation or benefits hereunder or granted hereunder on or after the termination of employment, or any other rights hereunder. (b) Notwithstanding the foregoing, (i) neither Good Reason nor grounds for Involuntary Termination shall be deemed to exist unless a Notice of Termination on account thereof (specifying a termination date no less than 14 days and no more than 21 days from the date of such notice) is given no later than 90 days after the time at which the event or condition purportedly giving rise to Good Reason or the Involuntary Termination first occurs or arises; and (ii) if there exists (without regard to this clause (ii)) an event or condition that constitutes Good Reason or grounds for Involuntary Termination, the Company shall have 14 30 days from the date such Notice of Termination is given to remedy or cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason or grounds for Involuntary Termination, respectively, hereunder.

INVOLUNTARY TERMINATION OR TERMINATION WITHOUT CAUSE. (a) If Executive shall suffer an Involuntary Termination or a Termination Without Cause, then: (i) the Company shall pay Executive a lump sum equal to any annual salary and other benefits earned and accrued under this Agreement prior to the Termination Date (and reimbursement under this Agreement for expenses incurred prior to the Termination Date); (ii) the Company shall pay Executive an amount equal to the target Annual Bonus for the Termination Year multiplied by a fraction, the numerator of which is the number of days elapsed in the Termination Year through the Termination Date and the denominator of which is the number of days in the Termination Year; (iii) the Company shall pay Executive an amount equal to three times the Severance Amount; (iv) all outstanding unvested stock options, restricted stock and other unvested equity-type interests shall vest and shall otherwise be exercisable for the greater of (1) one year after the effective date of such termination or (2) in accordance with their terms (provided, however, that the Board, in its sole discretion, may extend such exercise period, forgive any authorized loan previously made to Executive to purchase any such stock, and/or modify any of the other terms and conditions of any such stock option, stock award or other equity-type award programs, on terms no less favorable to Executive than those provided for herein); (v) the Company shall forgive any and all the outstanding balances on loans balance of the loan made by the Company to Executive under Section B, Paragraph 3(c) of that certain Employment Agreement dated as of August 15, 1998, as amended (as so amended, the "Prior Agreement"), by and between Executive and American Real Estate Investment Corporation, predecessor-in-interest to purchase the Company’s stock Company (provided, however, that as a condition precedent to the Company’s 's obligation to forgive such loansloan, the Company may withhold from other amounts payable to Executive, or require Executive to pay to the Company, the amount the Company in good fxxxx xxxxx xxxxx necessary to satisfy the Company’s 's obligation to withhold federal, state or local income or other taxes incurred by reason of such forgiveness of loanssuch loan); (vi) the Company shall continue to provide Executive, for the longer of one year or the remainder of the Employment Term, with the level of health/medical insurance or coverage provided to Executive at the time of such termination; it being expressly understood and agreed that nothing in this clause (v) shall restrict the ability of the Company to amend or terminate such plans and programs from time to time in its sole discretion; provided, however, that the Company shall in no event be required to provide any coverage after such time as Executive becomes entitled to receive benefits of the same type from another employer or recipient of Executive’s 's services (and provided, further, that such entitlement shall be determined without regard to any individual waivers or other similar arrangements); (vii) the Company shall pay to Executive the aggregate amount of any remaining unpaid supplemental cash payments under Section B, Paragraph 4(f) hereof; (viii) any continued rights and benefits that Executive may have under employee benefit plans and programs of the Company upon such termination shall be determined in accordance with the terms and provisions of such plans and programs; and (ixviii) Executive shall have no further rights to any other compensation or benefits hereunder or granted hereunder on or after the termination of employment, or any other rights hereunder. (b) Notwithstanding the foregoing, (i) neither Good Reason nor grounds for Involuntary Termination shall be deemed to exist unless a Notice of Termination on account thereof (specifying a termination date no less than 14 days and no more than 21 days from the date of such notice) is given no later than 90 days after the time at which the event or condition purportedly giving rise to Good Reason or the Involuntary Termination first occurs or arises; and (ii) if there exists (without regard to this clause (ii)) an event or condition that constitutes Good Reason or grounds for Involuntary Termination, the Company shall have 14 30 days from the date such Notice of Termination is given to remedy or cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason or grounds for Involuntary Termination, respectively, hereunder.

INVOLUNTARY TERMINATION OR TERMINATION WITHOUT CAUSE. (a) If Executive shall suffer an Involuntary Termination or a Termination Without Cause, then: (i) the Company shall pay Executive a lump sum equal to any annual salary and other benefits earned and accrued under this Agreement prior to the Termination Date (and reimbursement under this Agreement for expenses incurred prior to the Termination Date); (ii) the Company shall pay Executive an amount equal to the target Annual Bonus for the Termination Year multiplied by a fraction, the numerator of which is the number of days elapsed in the Termination Year through the Termination Date and the denominator of which is the number of days in the Termination Year; (iii) the Company shall pay Executive an amount equal to three times the Severance Amount; (iv) all outstanding unvested Options granted under Section B, Paragraph 3(e), and all other outstanding unvested stock options, restricted stock and other unvested equity-type interests shall vest and shall otherwise be exercisable for the greater of (1) one year after the effective date of such termination or (2) in accordance with their terms (provided, however, that the Board, in its sole discretion, may extend such exercise period, and/or modify any of the other terms and conditions of any such stock option, stock award or other equity-type award programs, on terms no less favorable to Executive than those provided for herein); (v) the Company shall forgive the outstanding balance of the loan made by the Company to Executive under Section B, Paragraph 3(c), and any and all outstanding balances on other loans made by the Company to Executive to purchase the Company’s 's stock (provided, however, that as a condition precedent to the Company’s 's obligation to forgive such loans, the Company may withhold from other amounts payable to Executive, or require Executive to pay to the Company, the amount the Company in good fxxxx xxxxx xxxxx necessary to satisfy the Company’s 's obligation to withhold federal, state or local income or other taxes incurred by reason of such forgiveness of loans); (vi) the Company shall continue to provide Executive, for the longer of one year or the remainder of the Employment Term, with the level of health/medical insurance or coverage provided to Executive at the time of such termination; provided, however, that the Company shall in no event be required to provide any coverage after such time as Executive becomes entitled to receive benefits of the same type from another employer or recipient of Executive’s 's services (and provided, further, that such entitlement shall be determined without regard to any individual waivers or other similar arrangements); (vii) the Company shall pay to Executive the aggregate amount of any remaining unpaid supplemental cash payments under Section B, Paragraph 4(f) hereof; (viii) any continued rights and benefits that Executive may have under employee benefit plans and programs of the Company upon such termination shall be determined in accordance with the terms and provisions of such plans and programs; and (ixviii) Executive shall have no further rights to any other compensation or benefits hereunder or granted hereunder on or after the termination of employment, or any other rights hereunder. (b) Notwithstanding the foregoing, (i) neither Good Reason nor grounds for Involuntary Termination shall be deemed to exist unless a Notice of Termination on account thereof (specifying a termination date no less than 14 days and no more than 21 days from the date of such notice) is given no later than 90 days after the time at which the event or condition purportedly giving rise to Good Reason or the Involuntary Termination first occurs or arises; and (ii) if there exists (without regard to this clause (ii)) an event or condition that constitutes Good Reason or grounds for Involuntary Termination, the Company shall have 14 days from the date such Notice of Termination is given to remedy or cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason or grounds for Involuntary Termination, respectively, hereunder.