Common use of Other than Death or Disability or Cause Clause in Contracts

Other than Death or Disability or Cause. Except as provided in Paragraph 5(c)(ii) below, if the Company terminates the Executive's employment during the Term for any reason other than Death or Disability, or Cause, the Term shall terminate on the date of such termination without further obligation to the Executive other than (A) Accrued Obligations, (B) payment of any amounts due pursuant to the terms of any applicable equity-based plan of the Company or any welfare or pension benefit plan of the Company as of the date of termination or which by their specific terms extend beyond such date of termination, (C) payment to the Executive, within thirty (30) days of the date of termination, of a lump sum equal to the sum of (1) the Executive's then current annual base salary, and (2) an amount equal to the maximum bonus opportunity under the Company's annual bonus incentive compensation plan for the year in which the termination occurs, (D) subject to the terms of the applicable plans (or equivalent substitute(s) if the plan(s) prohibit participation by ex-employees), continuation of the benefits provided in Paragraph 3(e) of this Agreement for one year following the date of termination (or such shorter period as shall terminate on the date that the Executive shall commence his next employment), and (E) payment of Indemnification/Insurance Payments. The Company shall be obligated to make the foregoing payments and to provide the foregoing benefits upon the Executive and the Company signing a mutual release of all claims against the other in the form provided by the Company; such release shall not affect the Executive's rights (x) under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") and (y) any conversion rights under any applicable life insurance policies. The Release to be provided by the Company shall, if applicable, give the Executive appropriate notifications under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act.

Other than Death or Disability or Cause. Except as provided in Paragraph 5(c)(ii) below, if If the Company terminates the Executive's employment during the Term for any reason other than Death or Disability, or Cause, or the Executive terminates for Good Reason, the Term shall terminate on the date of such termination without further obligation to the Executive other than (A) Accrued Obligations, Obligations (B) payment of any amounts due pursuant to the terms of any applicable stock option (or other equity-based based) plan of the Company or any welfare or pension benefit plan of the Company as of the date of termination or which by their specific terms extend beyond such date of termination, (C) payment to the Executive, within thirty (30) days of the date of termination, of a lump sum equal to the sum product of two (12) times the Executive's then current annual base salary, and (2) an amount equal to the maximum bonus opportunity under the Company's annual bonus incentive compensation plan for the year in which the termination occurs, (D) subject to the terms of the applicable plans (or equivalent substitute(s) (on a fully grossed up after tax basis) if the plan(s) prohibit participation by ex-employees), continuation of the benefits provided in Paragraph Paragraphs 3(d), 3(e), and 3(f) of this Agreement for one year two (2) years following the date of termination (or such shorter period as shall terminate on the date that the Executive shall commence his next employment), (E) payment of any amount of the Equalization Payment not then paid, together with interest thereon, if any, and (EF) payment of Indemnification/Insurance Payments. The Company shall be obligated to make the foregoing payments and to provide the foregoing benefits upon the Executive and the Company signing a mutual release of all claims against the other other, substantially in the form provided by the Companyattached as Exhibit B; such release shall not affect the Executive's rights (x) under the Consolidated Omnibus Budget Reconciliation Act of 1985 1986 ("COBRA") and ), (y) any conversion rights under any applicable life insurance policies. The Release policies and (z) any rights with respect to be provided by the Company shall, if applicable, give the Executive appropriate notifications under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection ActIndemnification/Insurance Payments.

Other than Death or Disability or Cause. Except as provided in Paragraph 5(c)(ii) below, if If the Company terminates the Executive's employment during the Term for any reason other than Cause or Death or Disability, or Causethe Executive terminates his employment for "Good Reason" (as such term is defined in Paragraph 6(d) hereof), the Term this Agreement shall terminate on the date of such termination without further obligation obligations to the Executive other than (A) the timely payment of Accrued Obligations, (B) payment of any amounts due pursuant to the terms of any applicable equity-based plan of the Company or any welfare or pension benefit plan plans of the Company as of the date of termination or which by their specific terms extend beyond such date of terminationCompany, (C) payment to the Executive, within thirty (30) days of the date Date of terminationTermination, of a lump sum equal to the product of two times the sum of (1i) the Executive's then current annual base salary, and (2ii) an amount equal the average of the annual bonuses paid to the maximum bonus opportunity under Executive, as described in Paragraph 3(b) of this Agreement, in the Company's annual bonus incentive compensation plan for three years immediately preceding the year Date of Termination (or, in which the event the termination occursoccurs prior to December 31, 1998, the bonus paid or payable to the Executive for 1997 or, in the event the termination occurs prior to December 31, 1999, the average of the annual bonuses paid or payable to the Executive in 1997 and 1998), and (D) subject to the terms of the applicable plans (or an equivalent substitute(s) substitute if the plan(s) prohibit participation by ex-employees), continuation of the benefits provided in Paragraph Paragraphs 3(e), 3(f), 3(h), and 3(j) of this Agreement for one year two (2) years following the date Date of termination (or such shorter period as shall terminate on the date that the Termination. The Executive shall commence his next employment), also be entitled to certain additional rights under the Stock Option Agreement and (E) payment of Indemnification/Insurance Payments. the Restricted Shares Agreement attached hereto as Exhibits A and B. The Company shall be obligated to make the foregoing payments and to provide the foregoing benefits upon the Executive and the Company signing a mutual release of all claims against the other claims, in substantially the form provided by the Companyof Exhibit D attached hereto; such release shall not affect the Executive's rights (x) under the Consolidated Omnibus Budget Reconciliation Act of 1985 1986 ("COBRA") and (y) ), any conversion rights under any applicable the life insurance policies. The Release to be provided by , and the Company shall, if applicable, give the Executive appropriate notifications Executive's rights under the Age Discrimination in Employment Act, as amended by annexed Stock Option Agreement and the Older Workers Benefit Protection ActRestricted Shares Agreement.

Other than Death or Disability or Cause. Except as provided in Paragraph 5(c)(ii) below, if If the Company terminates the Executive's employment during the Term for any reason other than Death or Disability, or Cause, or the Executive terminates for Good Reason, the Term shall terminate on the date of such termination without further obligation to the Executive other than (A) Accrued Obligations, Obligations (B) payment of any amounts due pursuant to the terms of any applicable stock option (or other equity-based based) plan of the Company or any welfare or pension benefit plan of the Company as of the date of termination or which by their specific terms extend beyond such date of termination, (C) payment to the Executive, within thirty (30) days of the date of termination, of a lump sum equal to the product of two (2) times the sum of (1) the Executive's then current annual base salary, salary and (2) an amount equal to the maximum bonus opportunity under the Company's annual bonus incentive compensation plan for the year in which the termination occurstarget bonus, (D) subject to the terms of the applicable plans (or equivalent substitute(s) (on a fully grossed up after tax basis) if the plan(s) prohibit participation by ex-employees), continuation of the benefits provided in Paragraph 3(eParagraphs 3(c) and 3(d) of this Agreement for one year two years following the date termination of termination the Executive's employment (or such shorter period as shall terminate on the date that the Executive shall commence participation in a medical plan of a subsequent employer), (E) subject to the terms of the applicable plan, other than eligibility, retiree medical benefits for the lives of the Executive and his next employment)spouse at the time of termination of his employment and his dependents at the time of termination of his employment while they remain dependents, and (EF) payment of Indemnification/Insurance Payments. The Company shall be obligated to make the foregoing payments and to provide the foregoing benefits upon the Executive and the Company signing a mutual release of all claims against the other other, substantially in the form provided by the Companyattached as Exhibit A; such release shall not affect the Executive's rights (x) under the Consolidated Omnibus Budget Reconciliation Act of 1985 1986 ("COBRA") and ), (y) any conversion rights under any applicable life insurance policies. The Release policies and (z) any rights with respect to be provided by the Company shall, if applicable, give the Executive appropriate notifications under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection ActIndemnification/Insurance Payments.