Common use of Notice of Nonrenewal Clause in Contracts

Notice of Nonrenewal. If the Companies determine not to continue the employment of the Executive after the expiration of the term of this agreement at a base salary at least equal to the Base Salary which is in effect as of the last day of the term of this agreement and with fringe benefits and an incentive bonus program reasonably comparable to those in effect as of the last day of the term of this agreement, then the Companies shall so notify the Executive in writing (the "Notice") promptly after such determination has been made. If the Executive receives the Notice at a time when there are less than twelve (12) months left in the term of this agreement and if the Executive does not remain in the employ of the Companies after the expiration of the term of this agreement, then after the expiration of the term of this agreement the Executive shall be entitled to receive the following payments and benefits from the Companies: (a) Continued payment of the Executive's Base Salary, at the annual rate in effect on the last day of the term of this agreement, until that date (the "Extended Payment Date") which is twelve (12) months after the date on which the Executive received the Notice; provided, that such payments shall be reduced by the aggregate amount of salary or consulting fees which the Executive derives from employment with another employer (for purposes of this Paragraph 12, the "Other Employment"), whether as an employee or as a consultant, during the period from March 6, 2000, through the Extended Payment Date (the "Extended Payment Period"). In no event, however, shall the Executive be required to repay to the Companies any portion of any payments made to the Executive pursuant to this subparagraph 12(a) for any periods prior to the periods during which the Executive earned such salary or consulting fees from the Other Employment. (b) An incentive bonus in an amount equal to (i) the average amount of the incentive bonuses received by the Executive from the Companies for the three fiscal years of the Companies ended prior to March 5, 2000, multiplied by (ii) a fraction whose numerator is the number of days in the Extended Payment Period and whose denominator is 365, such incentive bonus to be paid on the last day of the Extended Payment Period; provided, that such incentive bonus shall be reduced by any bonuses received or receivable by the Executive from the Other Employment (if any) for services performed by him during the Extended Payment Period. (c) Continued participation in the following benefit plans or programs of the Companies which may be in effect from time to time, to the extent that continued participation by the Executive is permitted under the terms and conditions of such plans or programs (unless such continued participation is restricted or prohibited by applicable governmental regulations governing such plans or programs), until the first to occur of the expiration of the Extended Payment Period or (separately with respect to the termination of each benefit) the provision of a substantially equivalent benefit to the Executive by another employer of the Executive: (1) Group medical/hospital insurance, (2) Group dental insurance, (3) Group life insurance, (4) Executive life insurance, (5) Group long-term disability insurance, (6) Executive long-term disability insurance, (7) Exec-U-Care medical expense reimbursement insurance, (8) Professional financial, tax, and estate planning services, (9) Automobile allowance, (10) Annual physical examination, (11) Business club membership. If continued participation by the Executive in any of the foregoing benefit plans or programs of the Companies is not permitted under the terms and conditions of any of such plans or programs, then in lieu of continued participation in such plan or program the Companies shall pay to the Executive in cash an amount equal to the cost that the Companies would have incurred with respect to the Executive if the Executive were permitted to continue as a participant in such plan or program during the applicable period. The Companies agree not to unilaterally take any action which would prevent the Executive from continuing to participate in any of such plans or programs unless such action similarly affects all other participants in such plans or programs. The Executive promptly shall notify the Companies of his acceptance of the Other Employment and of the amount of compensation and benefits which the Executive receives or is entitled to receive from the Other Employment during the Extended Payment Period. In the event of the Executive's death prior to the end of the Extended Payment Period, the payments and benefits provided for in this Paragraph 12 shall cease and terminate as of the date of the Executive's death, except as otherwise required by applicable law.

Notice of Nonrenewal. If the Companies determine not to continue the employment of the Executive after the expiration of the term of this agreement at a base salary at least equal to the Base Salary which is in effect as of the last day of the term of this agreement and with fringe benefits and an incentive bonus program reasonably comparable to those in effect as of the last day of the term of this agreement, then the Companies shall so notify the Executive in writing (the "Notice") promptly after such determination has been made. If the Executive receives the Notice at a time when there are less than twelve (12) months left in the term of this agreement and if the Executive does not remain in the employ of the Companies after the expiration of the term of this agreement, then after the expiration of the term of this agreement the Executive shall be entitled to receive the following payments and benefits from the Companies: (a) Continued payment of the Executive's Base Salary, at the annual rate in effect on the last day of the term of this agreement, until that date (the "Extended Payment Date") which is twelve (12) months after the date on which the Executive received the Notice; provided, that such payments shall be reduced by the aggregate amount of salary or consulting fees which the Executive derives from employment with another employer (for purposes of this Paragraph 12, the "Other Employment"), whether as an employee or as a consultant, during the period from March 6, 2000, through the Extended Payment Date (the "Extended Payment Period"). In no event, however, shall the Executive be required to repay to the Companies any portion of any payments made to the Executive pursuant to this subparagraph 12(a) for any periods prior to the periods during which the Executive earned such salary or consulting fees from the Other Employment. (b) An incentive bonus in an amount equal to (i) the average amount of the incentive bonuses received by the Executive from the Companies for the three fiscal years of the Companies ended prior to March 5, 2000, multiplied by (ii) a fraction whose numerator is the number of days in the Extended Payment Period and whose denominator is 365, such incentive bonus to be paid on the last day of the Extended Payment Period; provided, that such incentive bonus shall be reduced by any bonuses received or receivable by the Executive from the Other Employment (if any) for services performed by him during the Extended Payment Period. (c) Continued participation in the following benefit plans or programs of the Companies which may be in effect from time to time, to the extent that continued participation by the Executive is permitted under the terms and conditions of such plans or programs (unless such continued participation is restricted or prohibited by applicable governmental regulations governing such plans or programs), until the first to occur of the expiration of the Extended Payment Period or (separately with respect to the termination of each benefit) the provision of a substantially equivalent benefit to the Executive by another employer of the Executive: (1) Group medical/hospital insurance, (2) Group dental insurance, (3) Group life insurance, (4) Executive life insurance, (5) Group long-term disability insurance, (6) Executive long-term disability insurance, (7) Exec-U-Care medical expense reimbursement insurance, (8) 7) Professional financial, tax, and estate planning services, (9) 8) Automobile allowance, (109) Annual physical examination, (11) Business club membership. If continued participation by the Executive in any of the foregoing benefit plans or programs of the Companies is not permitted under the terms and conditions of any of such plans or programs, then in lieu of continued participation in such plan or program the Companies shall pay to the Executive in cash an amount equal to the cost that the Companies would have incurred with respect to the Executive if the Executive were permitted to continue as a participant in such plan or program during the applicable period. The Companies agree not to unilaterally take any action which would prevent the Executive from continuing to participate in any of such plans or programs unless such action similarly affects all other participants in such plans or programs. The Executive promptly shall notify the Companies of his acceptance of the Other Employment and of the amount of compensation and benefits which the Executive receives or is entitled to receive from the Other Employment during the Extended Payment Period. In the event of the Executive's death prior to the end of the Extended Payment Period, the payments and benefits provided for in this Paragraph 12 shall cease and terminate as of the date of the Executive's death, except as otherwise required by applicable law.

Notice of Nonrenewal. If If, during or after the expiration of the term of this agreement, the Companies determine not to continue the employment of the Executive after the expiration of the term of this agreement at a base salary at least equal to the Base Salary which is in effect as of the last day of the term of this agreement and with fringe benefits and an incentive bonus program reasonably comparable to those in effect as of the last day of the term of this agreement, then the Companies shall so notify the Executive in writing (the "Notice") promptly after such determination has been made. If the Executive receives the Notice either at a time when there are less than twelve (12) months left in the term of this agreement and if the Executive does not remain in the employ of the Companies or after the expiration of the term of this agreementagreement while the Executive is still in the employ of the Companies, then after regardless of the expiration of the term of this agreement the Executive shall be entitled to receive the following payments and benefits from the Companies: (a) Continued payment of the Executive's Base Salary, at the annual rate in effect on the last day of the term of this agreement, until that date (the "Extended Payment Date") which is twelve (12) months after the date on which the Executive received the Notice; provided, that such payments shall be reduced by the aggregate amount of salary or consulting fees which the Executive derives from employment with another employer (for purposes of this Paragraph 12, the "Other Employment"), whether as an employee or as a consultant, during the period from March 6, 2000, the effective date of the termination of the Executive's employment by the Companies pursuant to the Notice through the Extended Payment Date (the "Extended Payment Period"). In no event, however, shall the Executive be required to repay to the Companies any portion of any payments made to the Executive pursuant to this subparagraph 12(a) for any periods prior to the periods during which the Executive earned such salary or consulting fees from the Other Employment. (b) An incentive bonus in an amount equal to (i) the average amount of the incentive bonuses received by the Executive from the Companies for the three fiscal years of the Companies ended prior to March 5, 2000, multiplied by (ii) a fraction whose numerator is the number of days in the Extended Payment Period and whose denominator is 365, such incentive bonus to be paid on the last day of the Extended Payment Period; provided, that such incentive bonus shall be reduced by any bonuses received or receivable by the Executive from the Other Employment (if any) for services performed by him during the Extended Payment Period. (c) Continued participation in the following benefit plans or programs of the Companies which may be in effect from time to time, to the extent that continued participation by the Executive is permitted under the terms and conditions of such plans or programs (unless such continued participation is restricted or prohibited by applicable governmental regulations governing such plans or programs), until the first to occur of the expiration of the Extended Payment Period or (separately with respect to the termination of each benefit) the provision of a substantially equivalent benefit to the Executive by another employer of the Executive: (1) Group medical/hospital insurance, (2) Group dental insurance, (3) Group life insurance, (4) Executive life insurance, (5) Group long-term disability insurance, (6) Executive long-term disability insurance, (7) Exec-U-Care medical expense reimbursement insurance, (8) Professional financial, tax, and estate planning services, (9) Automobile allowance, (10) Annual physical examination, (11) Business club membership. If continued participation by the Executive in any of the foregoing benefit plans or programs of the Companies is not permitted under the terms and conditions of any of such plans or programs, then in lieu of continued participation in such plan or program the Companies shall pay to the Executive in cash an amount equal to the cost that the Companies would have incurred with respect to the Executive if the Executive were permitted to continue as a participant in such plan or program during the applicable period. The Companies agree not to unilaterally take any action which would prevent the Executive from continuing to participate in any of such plans or programs unless such action similarly affects all other participants in such plans or programs. The Executive promptly shall notify the Companies of his acceptance of the Other Employment and of the amount of compensation and benefits which the Executive receives or is entitled to receive from the Other Employment during the Extended Payment Period. In the event of the Executive's death prior to the end of the Extended Payment Period, the payments and benefits provided for in this Paragraph 12 shall cease and terminate as of the date of the Executive's death, except as otherwise required by applicable law. The provisions of this Paragraph 12, if they become applicable to the Executive, shall survive the expiration of the term of this agreement unless, by written agreement between the Executive and the Companies, this agreement is terminated." 4. This Amendment No. 2 shall be effective as of February 1, 1999. 5. As hereby amended, the Employment Agreement shall remain in full force and effect.

Notice of Nonrenewal. If If, during or after the expiration of the term of this agreement, the Companies determine not to continue the employment of the Executive after the expiration of the term of this agreement at a base salary at least equal to the Base Salary which is in effect as of the last day of the term of this agreement and with fringe benefits and an incentive bonus program reasonably comparable to those in effect as of the last day of the term of this agreement, then the Companies shall so notify the Executive in writing (the "Notice") promptly after such determination has been made. If the Executive receives the Notice either at a time when there are less than twelve (12) months left in the term of this agreement and if the Executive does not remain in the employ of the Companies or after the expiration of the term of this agreementagreement while the Executive is still in the employ of the Companies, then after regardless of the expiration of the term of this agreement the Executive shall be entitled to receive the following payments and benefits from the Companies: (a) Continued payment of the Executive's Base Salary, at the annual rate in effect on the last day of the term of this agreement, until that date (the "Extended Payment Date") which is twelve (12) months after the date on which the Executive received the Notice; provided, that such payments shall be reduced by the aggregate amount of salary or consulting fees which the Executive derives from employment with another employer (for purposes of this Paragraph 12, the "Other Employment"), whether as an employee or as a consultant, during the period from March 6, 2000, the effective date of the termination of the Executive's employment by the Companies pursuant to the Notice through the Extended Payment Date (the "Extended Payment Period"). In no event, however, shall the Executive be required to repay to the Companies any portion of any payments made to the Executive pursuant to this subparagraph 12(a) for any periods prior to the periods during which the Executive earned such salary or consulting fees from the Other Employment. (b) An incentive bonus in an amount equal to (i) the average amount of the incentive bonuses received by the Executive from the Companies for the three fiscal years of the Companies ended prior to March 5, 2000, multiplied by (ii) a fraction whose numerator is the number of days in the Extended Payment Period and whose denominator is 365, such incentive bonus to be paid on the last day of the Extended Payment Period; provided, that such incentive bonus shall be reduced by any bonuses received or receivable by the Executive from the Other Employment (if any) for services performed by him during the Extended Payment Period. (c) Continued participation in the following benefit plans or programs of the Companies which may be in effect from time to time, to the extent that continued participation by the Executive is permitted under the terms and conditions of such plans or programs (unless such continued participation is restricted or prohibited by applicable governmental regulations governing such plans or programs), until the first to occur of the expiration of the Extended Payment Period or (separately with respect to the termination of each benefit) the provision of a substantially equivalent benefit to the Executive by another employer of the Executive: (1) Group medical/hospital insurance, (2) Group dental insurance, (3) Group life insurance, (4) Executive life insurance, (5) Group long-term disability insurance, (6) Executive long-term disability insurance, (7) Exec-U-Care medical expense reimbursement insurance, (8) 7) Professional financial, tax, and estate planning services, (9) 8) Automobile allowance, (109) Annual physical examination, (11) Business club membership. If continued participation by the Executive in any of the foregoing benefit plans or programs of the Companies is not permitted under the terms and conditions of any of such plans or programs, then in lieu of continued participation in such plan or program the Companies shall pay to the Executive in cash an amount equal to the cost that the Companies would have incurred with respect to the Executive if the Executive were permitted to continue as a participant in such plan or program during the applicable period. The Companies agree not to unilaterally take any action which would prevent the Executive from continuing to participate in any of such plans or programs unless such action similarly affects all other participants in such plans or programs. The Executive promptly shall notify the Companies of his acceptance of the Other Employment and of the amount of compensation and benefits which the Executive receives or is entitled to receive from the Other Employment during the Extended Payment Period. In the event of the Executive's death prior to the end of the Extended Payment Period, the payments and benefits provided for in this Paragraph 12 shall cease and terminate as of the date of the Executive's death, except as otherwise required by applicable law. The provisions of this Paragraph 12, if they become applicable to the Executive, shall survive the expiration of the term of this agreement unless, by written agreement between the Executive and the Companies, this agreement is terminated." 4. This Amendment No. 3 shall be effective as of February 1, 1999. 5. As hereby amended, the Employment Agreement shall remain in full force and effect.

Notice of Nonrenewal. If If, during or after the expiration of the term of this agreement, the Companies determine not to continue the employment of the Executive after the expiration of the term of this agreement at a base salary at least equal to the Base Salary which is in effect as of the last day of the term of this agreement and with fringe benefits and an incentive bonus program reasonably comparable to those in effect as of the last day of the term of this agreement, then the Companies shall so notify the Executive in writing (the "Notice") promptly after such determination has been made. If the Executive receives the Notice either at a time when there are less than twelve (12) months left in the term of this agreement and if the Executive does not remain in the employ of the Companies or after the expiration of the term of this agreementagreement while the Executive is still in the employ of the Companies, then after regardless of the expiration of the term of this agreement the Executive shall be entitled to receive the following payments and benefits from the Companies: (a) Continued payment of the Executive's Base Salary, at the annual rate in effect on the last day of the term of this agreement, until that date (the "Extended Payment Date") which is twelve (12) months after the date on which the Executive received the Notice; provided, that such payments shall be reduced by the aggregate amount of salary or consulting fees which the Executive derives from employment with another employer (for purposes of this Paragraph 12, the "Other Employment"), whether as an employee or as a consultant, during the period from March 6, 2000, the effective date of the termination of the Executive's employment by the Companies pursuant to the Notice through the Extended Payment Date (the "Extended Payment Period"). In no event, however, shall the Executive be required to repay to the Companies any portion of any payments made to the Executive pursuant to this subparagraph 12(a) for any periods prior to the periods during which the Executive earned such salary or consulting fees from the Other Employment. (b) An incentive bonus in an amount equal to (i) the average amount of the incentive bonuses received by the Executive from the Companies for the three fiscal years of the Companies ended prior to March 5, 2000, multiplied by (ii) a fraction whose numerator is the number of days in the Extended Payment Period and whose denominator is 365, such incentive bonus to be paid on the last day of the Extended Payment Period; provided, that such incentive bonus shall be reduced by any bonuses received or receivable by the Executive from the Other Employment (if any) for services performed by him during the Extended Payment Period. (c) Continued participation in the following benefit plans or programs of the Companies which may be in effect from time to time, to the extent that continued participation by the Executive is permitted under the terms and conditions of such plans or programs (unless such continued participation is restricted or prohibited by applicable governmental regulations governing such plans or programs), until the first to occur of the expiration of the Extended Payment Period or (separately with respect to the termination of each benefit) the provision of a substantially equivalent benefit to the Executive by another employer of the Executive: (1) Group medical/hospital insurance, (2) Group dental insurance, (3) Group life insurance, (4) Executive life insurance, (5) Group long-term disability insurance, (6) Executive long-term disability insurance, (7) Exec-U-Care medical expense reimbursement insurance, (8) Professional financial, tax, and estate planning services, (9) Automobile allowance, (10) Annual physical examination, (11) Business club membership. If continued participation by the Executive in any of the foregoing benefit plans or programs of the Companies is not permitted under the terms and conditions of any of such plans or programs, then in lieu of continued participation in such plan or program the Companies shall pay to the Executive in cash an amount equal to the cost that the Companies would have incurred with respect to the Executive if the Executive were permitted to continue as a participant in such plan or program during the applicable period. The Companies agree not to unilaterally take any action which would prevent the Executive from continuing to participate in any of such plans or programs unless such action similarly affects all other participants in such plans or programs. The Executive promptly shall notify the Companies of his acceptance of the Other Employment and of the amount of compensation and benefits which the Executive receives or is entitled to receive from the Other Employment during the Extended Payment Period. In the event of the Executive's death prior to the end of the Extended Payment Period, the payments and benefits provided for in this Paragraph 12 shall cease and terminate as of the date of the Executive's death, except as otherwise required by applicable law. The provisions of this Paragraph 12, if they become applicable to the Executive, shall survive the expiration of the term of this agreement unless, by written agreement between the Executive and the Companies, this agreement is terminated." 4. This Amendment No. 6 shall be effective as of February 1, 1999. 5. As hereby amended, the Employment Agreement shall remain in full force and effect.