Common use of Other Involuntary Termination Clause in Contracts

Other Involuntary Termination. If Employee's employment with the Company is terminated by the Company other than for "cause", then this Option may be exercised by Employee at any time during the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) 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 purchase hereunder as of the date Employee's employment so terminates. A termination of employment by the 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 (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 expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the 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 for such minimum period of time as may be established from time to 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 limitations and restrictions as the Company shall determine in its sole discretion), or (d) any combination of the foregoing. This Option may only be exercised for whole shares of 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 this Option. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Option.

Other Involuntary Termination. If Employee's Employer may terminate the employment with 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 Company is terminated by the Company employment of Employee for reasons other than for "cause"death, then this Option may Material Cause, or Disability, Employee shall (i) be exercised by Employee at any time during entitled to receive the period Base Salary and benefits as set forth in Section 2.1 and Section 2.2, respectively, through the effective date of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employeeii) during be entitled to receive a period of one year following Employee's death if Employee dies during such threelump-month period, but in each case only as sum payment equal to the number of shares Employee was entitled to purchase hereunder Base Salary in effect as of the date Employee's employment so terminates. A termination of employment by the 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 termination; (or after the expiration of 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 death if Employee dies ’s insurance premiums for COBRA coverage during the Severance Period; provided, however, to the extent such three-month period), this Option shall terminate and shall benefits cannot be exercisable. This Option 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 exercisable in entitled to receive any event after other compensation, benefits, or payments of any kind, except as otherwise required by law or by the expiration terms of ten years from the date of grant hereofany benefit or retirement plan or other arrangement that would, by its terms, apply. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including checkforegoing notwithstanding, bank draft or money order payable to the 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 for such minimum period of time as may be established from time to 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 limitations and restrictions as the Company shall determine in its sole discretion), or (d) any combination of the foregoing. This Option may only be exercised for whole shares of 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 this Option. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option 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 Employee's deathsuch employment and (y) shall not be or have any Employer’s obligation to continue to provide certain health insurance benefits pursuant to clause (iv) of the rights or privileges 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 a shareholder 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 Company extent that Employee is required to travel, he is required to work with respect Employer’s travel department to shares acquirable upon an exercise of this Optionarrange his travel plans.

Other Involuntary Termination. If Employee's Employer may terminate the employment with 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 Company is terminated by the Company employment of Employee for reasons other than for "cause"death, then this Option may Material Cause, or Disability, Employee shall (i) be exercised by Employee at any time during entitled to receive the period Base Salary and benefits as set forth in Section 2.1 and Section 2.2, respectively, through the effective date of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employeeii) during be entitled to receive a period of one year following Employee's death if Employee dies during such threelump-month period, but in each case only as sum payment equal to the number of shares Employee was entitled to purchase hereunder Base Salary in effect as of the date of the termination payable within 90 days after the effective date of Employee's employment so terminates. A ’s termination of employment by the 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 employment; (or after the expiration of 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 death if ’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 dies 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 2.13; 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 three-month period), this Option 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 not be exercisablereimburse Employee for any out-of-pocket expenses he may incur, including travel costs. This Option shall not be exercisable in any event 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 expiration level of ten years from the bona fide services that Employee would perform (as an employee or independent contractor) after a specific date of grant hereof. The purchase price of shares as would permanently decrease to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order no more than 20% of the Company), (b) by delivering or constructively tendering to average level of bona fide services performed over 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 for such minimum immediately preceding thirty-six month period of time as may be established from time to 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 limitations and restrictions as the Company shall determine in its sole discretion), or (d) any combination of the foregoing. This Option may only be exercised for whole shares of 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 this Option. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event full period of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Optionservice if Employee was employed for less than thirty-six months).”