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.

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.