Common use of Nonqualifying Termination Clause in Contracts

Nonqualifying Termination. (a) If the employment of EXECUTIVE shall terminate during the term of this Agreement (including any extension of such term), by reason of Nonqualifying Termination, then EXECUTIVE shall be paid the EXECUTIVE’s earned but unpaid Base Salary from WORLDSPACE and/or its Affiliates through the Date of Termination at the rate in effect just prior to the time a Notice of Termination is given as well as any benefits (including accrued but unused vacation days at the Date of Termination) to which EXECUTIVE was entitled through the Date of Termination. In addition, in the event that termination of employment is due to EXECUTIVE’s death, WORLDSPACE shall continue to pay EXECUTIVE’s then current Base Salary to EXECUTIVE’s legal representatives, estate, beneficiaries or heirs, in accordance with WORLDSPACE’s then-prevailing executive payroll practices, through the end of the calendar month following EXECUTIVE’s death, but shall have no further obligation to EXECUTIVE or EXECUTIVE’s legal representatives, estate, beneficiaries or heirs for any compensation, benefits or other payments hereunder. Also, in the event the termination of employment is due to EXECUTIVE’s Disability, WORLDSPACE shall continue to pay EXECUTIVE’s then current Base Salary, if any, and bonus payments (based on the bonus payments, as set forth in Section 3.2, awarded to EXECUTIVE in the prior year), and shall continue to make applicable benefits available, to EXECUTIVE, in accordance with WORLDSPACE’s then-prevailing executive payroll practices, through the end of the third calendar month following the Date of Termination. In addition, WORLDSPACE shall continue any health, medical, dental, or similar benefits which EXECUTIVE (and/or members of the EXECUTIVE’s family) was receiving for a period of eighteen (18) months following the Date of Termination, or pay EXECUTIVE an amount equal to the cost of obtaining equivalent coverage. In the event of a termination of employment as a result of either EXECUTIVE’s death or Disability, EXECUTIVE’s non-vested options shall be forfeited and any non-vested restricted shares shall become fully vested. Additionally, in the event of an employment termination as a result of EXECUTIVE’s Disability or death, EXECUTIVE or EXECUTIVE’s legal representatives, estate, beneficiaries or heirs shall be entitled to exercise any of EXECUTIVE’s vested options within the later of (i) one year from the Date of Termination or (ii) 270 days after the effectiveness of the Company’s public offering of the class of shares into which the options are exercisable, but not beyond the expiration of the term of the option. (b) In the event that termination of employment is due to EXECUTIVE’s Disability, the payment of benefits under WORLDSPACE’s short-term and long-term disability insurance programs, if any, to the extent payable and received by EXECUTIVE with respect to any period prior to the Date of Termination, shall offset WORLDSPACE’s obligations to pay benefits under Section 4.1(a). (c) Except as otherwise provided herein or as may be required by law or the terms of any benefit plan, EXECUTIVE’s participation in any benefit plans of WORLDSPACE or any of its Affiliates shall terminate as of his Date of Termination.

Nonqualifying Termination. (a) If the employment of EXECUTIVE shall terminate during the term of this Agreement (including any extension of such term), by reason of Nonqualifying Termination, then EXECUTIVE shall be paid the EXECUTIVE’s earned but unpaid Base Salary from WORLDSPACE and/or its Affiliates through the Date of Termination at the rate in effect just prior to the time a Notice of Termination is given given, any thereto unreimbursed expenses, as well as any benefits (including accrued but unused vacation days at the Date of Termination) to which EXECUTIVE was entitled through the Date of Termination. . (a) In addition, in the event that termination of employment is due to EXECUTIVE’s death, WORLDSPACE shall continue to pay EXECUTIVE’s then current Base Salary and bonus payments (based on the bonus payments, as set forth in Section 3.2, awarded to EXECUTIVE in the prior year), to EXECUTIVE’s legal representatives, estate, beneficiaries or heirs, in accordance with WORLDSPACE’s then-prevailing executive payroll practices, through the end of the calendar month following EXECUTIVE’s death, but shall have no further obligation to EXECUTIVE or EXECUTIVE’s legal representatives, estate, beneficiaries or heirs for any compensation, benefits or other payments hereunder. AlsoAny non-vested stock options or non-vested restricted shares shall become fully vested. EXECUTIVE or EXECUTIVE’s legal representatives, estate, beneficiaries or heirs shall be entitled to exercise any of EXECUTIVE’s stock options within one year from the Date of Termination, but not beyond the expiration of the term of the stock option. (b) In addition, in the event the termination of employment is due to EXECUTIVE’s Disability, WORLDSPACE shall continue to pay EXECUTIVE’s then current Base Salary, if any, and bonus payments (based on the bonus payments, as set forth in Section 3.2, awarded to EXECUTIVE in the prior year), and shall continue to make applicable benefits available, to EXECUTIVE, in accordance with WORLDSPACE’s then-prevailing executive payroll practices, through the end of the third calendar month following the Date of Termination. In addition, WORLDSPACE shall continue any health, medical, dental, or similar benefits which EXECUTIVE (and/or members of the EXECUTIVE’s family) was receiving for a period of eighteen (18) months following the Date of Termination, or pay EXECUTIVE an amount equal to the cost of obtaining equivalent coverage. In the event of a termination of employment as a result of either EXECUTIVE’s death or Disability, EXECUTIVE’s non-vested stock options shall be forfeited and any non-vested restricted shares shall become fully vested. Additionally, in the event of an employment termination as a result of EXECUTIVE’s Disability or death, EXECUTIVE or EXECUTIVE’s legal representatives, estate, beneficiaries or heirs shall be entitled to exercise any of EXECUTIVE’s vested stock options within the later of (i) one year from the Date of Termination or (ii) 270 days after the effectiveness of the Company’s public offering of the class of shares into which the options are exercisableTermination, but not beyond the expiration of the term of the stock option. (bc) In the event that termination of employment is due to EXECUTIVE’s Disability, the payment of benefits under WORLDSPACE’s short-term and long-term disability insurance programs, if any, to the extent payable and received by EXECUTIVE with respect to any period prior to the Date of Termination, shall offset WORLDSPACE’s obligations to pay benefits under Section 4.1(a4.1(b). (cd) Except as otherwise provided herein or as may be required by law or the terms of any benefit plan, EXECUTIVE’s participation in any benefit plans of WORLDSPACE or and/or any of its Affiliates shall terminate as of his Date of Termination.

Nonqualifying Termination. (a) If Except as provided in Section 4.3, if the employment of EXECUTIVE shall terminate during the term of this Agreement (including any extension of such term), by reason of a Nonqualifying Termination, then EXECUTIVE shall be paid the EXECUTIVE’s ’S earned but unpaid Base Salary from WORLDSPACE and/or its Affiliates through the Date of Termination at the rate in effect just prior to the time a Notice of Termination is given as well as any benefits (including accrued but unused vacation days at the Date of Termination) to which EXECUTIVE was entitled through the Date of Termination. In addition, in the event that termination of employment is due to EXECUTIVE’s death, WORLDSPACE shall continue to pay EXECUTIVE’s then current Base Salary to EXECUTIVE’s legal representatives, estate, beneficiaries or heirs, in accordance with WORLDSPACE’s WORLDSPACE then-prevailing executive payroll practices, through the end of the calendar month following EXECUTIVE’s death, but shall have no further obligation to EXECUTIVE or EXECUTIVE’s legal representatives, estate, beneficiaries or heirs for any compensation, benefits or other payments hereunder. Also, in the event the termination of employment is due to EXECUTIVE’s Disability, WORLDSPACE shall continue to pay EXECUTIVE’s then current Base Salary, if any, and bonus payments (based on the bonus payments, as set forth in Section 3.2, awarded to EXECUTIVE in the prior year), and shall continue to make applicable benefits available, to EXECUTIVE, in accordance with WORLDSPACE’s then-prevailing executive payroll practices, through the end of the third calendar month following the Date of Termination. In addition, WORLDSPACE shall continue any health, medical, dental, or similar benefits which EXECUTIVE (and/or members of the EXECUTIVE’s family) was receiving for a period of eighteen (18) months following the Date of Termination, or pay EXECUTIVE an amount equal to the cost of obtaining equivalent coverage. In the event of a termination of employment as a result of either EXECUTIVE’s death or Disability, EXECUTIVE’s non-vested options shall be forfeited and any non-vested restricted shares shall become fully vested. Additionally, in the event of an employment termination as a result of EXECUTIVE’s Disability or death, EXECUTIVE or EXECUTIVE’s legal representatives, estate, beneficiaries or heirs shall be entitled to exercise any of EXECUTIVE’s vested options within the later of (i) one year from the Date of Termination or (ii) 270 days after the effectiveness of the Company’s public offering of the class of shares into which the options are exercisable, but not beyond the expiration of the term of the option. (b) In the event that termination of employment is due to EXECUTIVE’s Disability, the payment of benefits under WORLDSPACE’s short-term and long-term disability insurance programs, if any, to the extent payable and received by EXECUTIVE with respect to any period prior to the Date of Termination, shall offset WORLDSPACE’s obligations to pay benefits under Section 4.1(a). (c) Except as otherwise provided herein or as may be required by law or the terms of any benefit plan, EXECUTIVE’s participation in any benefit plans of WORLDSPACE or any of its Affiliates shall terminate as of his Date of Termination. Upon any Nonqualifying Termination, EXECUTIVE shall be entitled to all “Accrued Benefits” which are (i) any vested compensation deferred by EXECUTIVE prior to the Date of Termination and not paid by WORLDSPACE or otherwise specifically addressed by this Agreement; (ii) any amounts or benefits owing to EXECUTIVE or to EXECUTIVE’s beneficiaries under the then applicable benefit plans of WORLDSPACE; and (iii) any amounts owing to EXECUTIVE for reimbursement of expenses properly incurred by EXECUTIVE prior to the Date of Termination and which are reimbursable in accordance with the policies of WORLDSPACE applicable to executives.