Common use of Other Involuntary Termination Clause in Contracts

Other Involuntary Termination. Employer may terminate the employment of Employee for any reason or for no reason at any time upon at least thirty (30) days’ advance written notice. Except following a Change of Control, as set forth below, or a termination following a Change in Management, as set forth below, if Employer terminates the employment of Employee for reasons other than for death, Material Cause, or Disability, Employee shall (i) be entitled to receive the Base Salary and benefits as set forth in Section 2.1 and Section 2.2, respectively, through the effective date of such termination, (ii) be entitled to receive a lump-sum payment equal to the Base Salary in effect as of the date of the termination; (iii) be entitled to continue to receive during the one-year period following the effective date of such termination (the “Severance Period”) the employee health insurance benefits set forth in Section 2.2 (to the extent Employee can continue to receive such benefits under Employer’s health insurance policies and programs in effect at the effective time of such termination through the exercise of his rights under COBRA, Employee shall elect to receive COBRA benefits, and Employer shall pay Employee’s insurance premiums for COBRA coverage during the Severance Period; provided, however, to the extent such benefits cannot be provided under such policies and programs, Employer shall purchase for Employee reasonably equivalent health insurance benefits during the Severance Period; Employer’s obligation to provide this benefit is subject to the limitation set forth below and subject to the limitation set forth in Section 2.9); and (iv) not be entitled to receive any other compensation, benefits, or payments of any kind, except as otherwise required by law or by the terms of any benefit or retirement plan or other arrangement that would, by its terms, apply. The foregoing notwithstanding, in the event Employee accepts employment (as an employee or as an independent contractor) with another employer during the Severance Period, (x) Employee shall immediately notify Employer of such employment and (y) Employer’s obligation to continue to provide certain health insurance benefits pursuant to clause (iv) of the immediately preceding sentence shall terminate at such time as Employee is insured with reasonably equivalent health benefits under such successor employer’s health benefit plan, so long as Employee uses his best effort to obtain such insurance. During the Severance Period, Employee agrees to make himself available to answer questions and to cooperate in the transition of his duties. In addition, Employee agrees to cooperate with Employer in the prosecution and/or defense of any claim, including making himself available for any interviews, appearing at depositions, and producing requested documents. Employer shall reimburse Employee for any out-of-pocket expenses he may incur, including travel costs. To the extent that Employee is required to travel, he is required to work with Employer’s travel department to arrange his travel plans.

Other Involuntary Termination. Employer If Employee's employment with the Company is terminated by the Company other than for "cause", then this Option may terminate the employment of be exercised by Employee for any reason or for no reason at any time upon at least thirty (30) days’ advance written notice. Except during the period of three months following a Change of Control, as set forth below, or a termination following a Change in Management, as set forth below, if Employer terminates the employment of Employee for reasons other than for death, Material Cause, or Disability, Employee shall (i) be entitled to receive the Base Salary and benefits as set forth in Section 2.1 and Section 2.2, respectively, through the effective date of such termination, or by Employee's estate (iior the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) be during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to receive a lump-sum payment equal to the Base Salary in effect purchase hereunder as of the date Employee's employment so terminates. A termination of employment by the termination; Company other than for "cause" includes, but is not limited to, a layoff or a sale of a dealership resulting in the loss of position within the Company. After the expiration of such three-month period (iii) be entitled to continue to receive during or after the expiration of the one-year period following Employee's death if Employee dies during such three-month period), this Option shall terminate and shall not be exercisable. This Option shall not be exercisable in any event after the effective expiration of ten years from the date of such termination grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (the “Severance Period”a) the employee health insurance benefits set forth in Section 2.2 cash (including check, bank draft or money order payable to the extent order of the Company), (b) by delivering or constructively tendering to the Company shares of Stock having a fair market value equal to the purchase price (provided such shares used for this purpose must have been held by Employee can continue for such minimum period of time as may be established from time to receive time by the Committee), (c) through a "cashless exercise" in accordance with a Company established policy or program for the same (which policy or program may contain such benefits under Employer’s health insurance policies limitations and programs restrictions as the Company shall determine in effect at its sole discretion), or (d) any combination of the effective time foregoing. This Option may only be exercised for whole shares of such termination through Stock, and no cash in lieu of fractional shares shall be paid by the Company. Further, no fraction of a share of Stock shall be accepted by the Company in payment of the exercise price of his rights under COBRAthis Option. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee shall elect (or the person permitted to receive COBRA benefits, and Employer shall pay Employee’s insurance premiums for COBRA coverage during the Severance Period; provided, however, to the extent such benefits cannot be provided under such policies and programs, Employer shall purchase for Employee reasonably equivalent health insurance benefits during the Severance Period; Employer’s obligation to provide exercise this benefit is subject to the limitation set forth below and subject to the limitation set forth in Section 2.9); and (iv) not be entitled to receive any other compensation, benefits, or payments of any kind, except as otherwise required by law or by the terms of any benefit or retirement plan or other arrangement that would, by its terms, apply. The foregoing notwithstanding, Option in the event Employee accepts employment (as an employee of Employee's death) shall not be or as an independent contractor) with another employer during the Severance Period, (x) Employee shall immediately notify Employer of such employment and (y) Employer’s obligation to continue to provide certain health insurance benefits pursuant to clause (iv) have any of the immediately preceding sentence shall terminate at such time as Employee is insured rights or privileges of a shareholder of the Company with reasonably equivalent health benefits under such successor employer’s health benefit plan, so long as Employee uses his best effort respect to obtain such insurance. During the Severance Period, Employee agrees to make himself available to answer questions and to cooperate in the transition shares acquirable upon an exercise of his duties. In addition, Employee agrees to cooperate with Employer in the prosecution and/or defense of any claim, including making himself available for any interviews, appearing at depositions, and producing requested documents. Employer shall reimburse Employee for any out-of-pocket expenses he may incur, including travel costs. To the extent that Employee is required to travel, he is required to work with Employer’s travel department to arrange his travel plansthis Option.

Other Involuntary Termination. Employer may terminate the employment of Employee for any reason or for no reason at any time upon at least thirty (30) days’ advance written notice. Except following a Change of Control, as set forth below, or a termination following a Change in Management, as set forth below, if Employer terminates the employment of Employee for reasons other than for death, Material Cause, or Disability, Employee shall (i) be entitled to receive the Base Salary and benefits as set forth in Section 2.1 and Section 2.2, respectively, through the effective date of such termination, (ii) be entitled to receive a lump-sum payment equal to the Base Salary in effect as of the date of the terminationtermination payable within 90 days after the effective date of Employee’s termination of employment; (iii) be entitled to continue to receive during the one-year period following the effective date of such termination (the “Severance Period”) the employee health insurance benefits set forth in Section 2.2 (to the extent Employee can continue to receive such benefits under Employer’s health insurance policies and programs in effect at the effective time of such termination through the exercise of his rights under COBRA, Employee shall elect to receive COBRA benefits, and Employer shall pay Employee’s insurance premiums for COBRA coverage during the Severance Period; provided, however, to the extent such benefits cannot be provided under such policies and programs, Employer shall purchase for Employee reasonably equivalent health insurance benefits during the Severance Period; Employer’s obligation to provide this benefit is subject to the limitation set forth below and subject to the limitation set forth in Section 2.9)2.13; and (iv) not be entitled to receive any other compensation, benefits, or payments of any kind, except as otherwise required by law or by the terms of any benefit or retirement plan or other arrangement that would, by its terms, apply. The foregoing notwithstanding, in the event Employee accepts employment (as an employee or as an independent contractor) with another employer during the Severance Period, (x) Employee shall immediately notify Employer of such employment and (y) Employer’s obligation to continue to provide certain health insurance benefits pursuant to clause (iv) of the immediately preceding sentence shall terminate at such time as Employee is insured with reasonably equivalent health benefits under such successor employer’s health benefit plan, so long as Employee uses his best effort to obtain such insurance. “During the Severance Period, Employee agrees to make himself available to answer questions and to cooperate in the transition of his duties. In addition, Employee agrees to cooperate with Employer in the prosecution and/or defense of any claim, including making himself available for any interviews, appearing at depositions, and producing requested documents. Employer shall reimburse Employee for any out-of-pocket expenses he may incur, including travel costs. To the extent that Employee is required to travel, he is required to work with Employer’s travel department to arrange his travel plans. “For purposes of this provision, an Employee’s employment has been terminated when Employee is no longer providing services for Employer after a specific date or the level of bona fide services that Employee would perform (as an employee or independent contractor) after a specific date would permanently decrease to no more than 20% of the average level of bona fide services performed over the immediately preceding thirty-six month period (or the full period of service if Employee was employed for less than thirty-six months).”

Other Involuntary Termination. Employer may terminate In the employment of Employee for any reason or for no reason at any time upon at least thirty (30) days’ advance written notice. Except following a Change of Control, as set forth below, or a termination following a Change in Management, as set forth below, if Employer event the Company terminates the Executive's employment of Employee during the Employment Period for reasons other than for deaththose specified in paragraphs 3(a) through 3(c), Material Causethe Company agrees to provide the Executive the following payments and benefits which shall be referred to as the "Termination Arrangement." If the Executive obtains employment inside the Company or its affiliates during the period the Executive is receiving payments and benefits pursuant to the Termination Arrangement, any and all payments or Disability, Employee shall benefits required pursuant to the Termination Arrangement will cease. (i) Executive will be entitled to receive the paid whatever Base Salary he is owed for the balance of the Employment Period. The payments provided pursuant to this paragraph will be reduced by appropriate payroll deductions (including legally required withholdings and benefits as set forth elective deductions) and will be paid in Section 2.1 and Section 2.2, respectively, through accordance with the effective date Company's general payroll practice over a period ending on the last day of such termination, the Employment Period (the "Separation Period"). (ii) Executive will be entitled to receive a lump-sum payment equal to eligible for continued benefits coverage during the Base Salary Separation Period or until Executive obtains new employment, whichever occurs first, in accordance with Company policy in effect as from time to time, and will be eligible for continued group medical coverage under the Consolidated Omnibus Budget Reconciliation Act of the date of the termination; 1986 ("COBRA") thereafter. (iii) be entitled to continue to receive during Existing awards made under the one-year period following the effective date of such termination (the “Severance Period”) the employee health insurance benefits set forth in Section 2.2 (to the extent Employee can continue to receive such benefits under Employer’s health insurance policies plans and programs of the Company in effect at the effective from time of such termination through the exercise of his rights under COBRA, Employee shall elect to receive COBRA benefits, and Employer shall pay Employee’s insurance premiums for COBRA coverage during the Severance Period; provided, however, to the extent such benefits cannot time will be provided under such policies and programs, Employer shall purchase for Employee reasonably equivalent health insurance benefits during the Severance Period; Employer’s obligation to provide this benefit is subject to the limitation set forth below terms of the applicable plan and option award agreement. During the Separation Period, Executive shall have the right to exercise options which by their terms are then still exercisable subject to the limitation set forth terms and overall administration of applicable plans and awards. For options held by Executive which will not have become vested or exercisable on or before the end of the Separation Period, they will be, in Section 2.9); accordance with their terms, canceled and terminated and all eligibility for payments pursuant thereto will cease at the end of the Separation Period. (iv) not be entitled to Executive will receive any other compensation, benefits, or payments payment for accrued but unused Paid Time Off as of any kind, except as otherwise required by law or by the terms Executive's last day of any benefit or retirement plan or other arrangement that would, by its terms, apply. The foregoing notwithstanding, in the event Employee accepts employment (as an employee or as an independent contractor) with another employer during the Severance Period, (x) Employee shall immediately notify Employer of such employment and (y) Employer’s obligation to continue to provide certain health insurance benefits pursuant to clause (iv) of the immediately preceding sentence shall terminate at such time as Employee is insured with reasonably equivalent health benefits under such successor employer’s health benefit plan, so long as Employee uses his best effort to obtain such insurance. During the Severance Period, Employee agrees to make himself available to answer questions and to cooperate in the transition of his duties. In addition, Employee agrees to cooperate with Employer in the prosecution and/or defense of any claim, including making himself available for any interviews, appearing at depositions, and producing requested documents. Employer shall reimburse Employee for any out-of-pocket expenses he may incur, including travel costs. To the extent that Employee is required to travel, he is required to work with Employer’s travel department to arrange his travel plansactive employment.

Other Involuntary Termination. Employer may terminate In the employment of Employee for any reason or for no reason at any time upon at least thirty (30) days’ advance written notice. Except following a Change of Control, as set forth below, or a termination following a Change in Management, as set forth below, if Employer event the Company terminates the Executive’s employment of Employee during the Employment Period for reasons other than for deaththose specified in paragraphs 3(a) through 3(c), Material Causethe Company agrees to provide the Executive the following payments and benefits which shall be referred to as the “Termination Arrangement.” If the Executive obtains employment outside the Company or its affiliates during the period the Executive is receiving payments and benefits pursuant to the Termination Arrangement, any and all payments or Disability, Employee shall benefits required pursuant to the Termination Arrangement will cease. (i) Executive will be entitled to receive the paid whatever Base Salary he is owed for the balance of the Employment Period. The payments provided pursuant to this paragraph will be reduced by appropriate payroll deductions (including legally required withholdings and benefits as set forth elective deductions) and will be paid in Section 2.1 and Section 2.2, respectively, through accordance with the effective date Company’s general payroll practice over a period ending on the last day of such termination, the Employment Period (the “Separation Period”). (ii) Executive will be entitled to receive a lump-sum payment equal to eligible for continued benefits coverage during the Base Salary Separation Period or until Executive obtains new employment, whichever occurs first, in accordance with Company policy in effect as from time to time, and will be eligible for continued group medical coverage under the Consolidated Omnibus Budget Reconciliation Act of the date of the termination; 1986 (“COBRA”) thereafter. (iii) be entitled to continue to receive during Existing awards made under the one-year period following the effective date of such termination (the “Severance Period”) the employee health insurance benefits set forth in Section 2.2 (to the extent Employee can continue to receive such benefits under Employer’s health insurance policies plans and programs of the Company in effect at the effective from time of such termination through the exercise of his rights under COBRA, Employee shall elect to receive COBRA benefits, and Employer shall pay Employee’s insurance premiums for COBRA coverage during the Severance Period; provided, however, to the extent such benefits cannot time will be provided under such policies and programs, Employer shall purchase for Employee reasonably equivalent health insurance benefits during the Severance Period; Employer’s obligation to provide this benefit is subject to the limitation set forth below terms of the applicable plan and option award agreement. During the Separation Period, Executive shall have the right to exercise options which by their terms are then still exercisable subject to the limitation set forth terms and overall administration of applicable plans and awards. For options held by Executive which will not have become vested or exercisable on or before the end of the Separation Period, they will be, in Section 2.9); accordance with their terms, canceled and terminated and all eligibility for payments pursuant thereto will cease at the end of the Separation Period. (iv) not be entitled to Executive will receive any other compensation, benefits, or payments payment for accrued but unused Paid Time Off as of any kind, except as otherwise required by law or by the terms Executive’s last day of any benefit or retirement plan or other arrangement that would, by its terms, apply. The foregoing notwithstanding, in the event Employee accepts employment (as an employee or as an independent contractor) with another employer during the Severance Period, (x) Employee shall immediately notify Employer of such employment and (y) Employer’s obligation to continue to provide certain health insurance benefits pursuant to clause (iv) of the immediately preceding sentence shall terminate at such time as Employee is insured with reasonably equivalent health benefits under such successor employer’s health benefit plan, so long as Employee uses his best effort to obtain such insurance. During the Severance Period, Employee agrees to make himself available to answer questions and to cooperate in the transition of his duties. In addition, Employee agrees to cooperate with Employer in the prosecution and/or defense of any claim, including making himself available for any interviews, appearing at depositions, and producing requested documents. Employer shall reimburse Employee for any out-of-pocket expenses he may incur, including travel costs. To the extent that Employee is required to travel, he is required to work with Employer’s travel department to arrange his travel plansactive employment.