Common use of Period of service and benefits Clause in Contracts

Period of service and benefits. 5(a) Period of full-time service. The period of full-time service of the Executive under this Agreement shall continue to December 31, 2001, and for successive 12 month periods thereafter; provided, however, that the Corporation may terminate at any time the full-time service of the Executive hereunder by delivering written notice of termination to the Executive at least three months prior to the effective date of such termination, or the Executive may resign and terminate his full-time service hereunder at any time (i) if the Corporation does not retain him in the positions of President, Chief Operating Officer and, if elected to serve as Chief Executive Officer, Chief Executive Officer or if the Executive's scope of duties hereunder is significantly reduced, (ii) at any time within the 24-month period following an Acquisition (as hereinafter defined), liquidation or dissolution of the Corporation, or (iii) if the services required to be performed by the Executive would necessitate, in the reasonable judgment of the Executive, the Executive's moving his residence from the Chicago, Illinois area by delivering written notice of his intention to resign to the Corporation at least three months prior to the effective date of such resignation. In the event of termination of the Executive by the Corporation, the Executive shall be entitled to receive his full annual salary and fringe benefits in effect on the date of receipt of the notice of termination for a continuing period of 24 months beginning with that month next following the month during which he ceases to be actively employed. In the event of the Executive's death, the balance of the continuing salary payments shall be made to his wife, if surviving, or if not, to his estate in addition to any and all other benefits payable under this Agreement upon his death. In the event of resignation by the Executive as permitted under the first paragraph of this Section 5(a), the Executive shall be entitled to receive his full annual salary and fringe benefits in effect on the date of receipt of the notice of resignation for a continuing period of 24 months beginning with that next month following the month during which he ceases to be actively employed. In the event of the Executive's death, in addition to any and all other benefits payable under this Agreement upon his death, the balance of the continuing salary payments shall be made to his wife, if surviving, or if not, to his estate. Except as otherwise provided in Section 5(c)(4), continuing fringe benefits under this Section 5(a) shall be reduced to the extent of any fringe benefits provided by and available to the Executive from any subsequent employer but shall not be limited by the terms of any such fringe benefit of a subsequent employer. In the event of termination of the Executive by the Corporation, the Executive's death or disability, or resignation by the Executive as permitted under the first paragraph of this Section 5(a), the Executive or his estate shall receive a cash bonus for the entire fiscal year in which such termination, death, or resignation occurs or disability commences. Such bonus shall be calculated in accordance with the management incentive compensation program of the Corporation in effect from time to time and shall in no event be less than the full target amount for the Executive for such fiscal year. If no policy of the Corporation then exists with regard to calculation and payment of bonuses, the bonus shall be calculated and paid in accordance with the policy of the Corporation in effect as of January 1, 1999. In addition, in the event of termination of the Executive by the Corporation, the Executive's death or disability, or the resignation by the Executive (whether or not permitted under the first paragraph of this Section 5(a)), the Executive shall receive payment for accrued but unused vacation, which payment shall be equitably prorated based on the period of active employment for that portion of the fiscal year in which the termination or resignation becomes effective, death occurs, or disability commences, plus payment for accrued but unused vacation for the prior fiscal year. Payment for accrued but unused vacation shall be payable in one lump sum on the effective date of termination or resignation, the date of death (or as soon thereafter as practicable) or the date disability commences. In the event of termination of the Executive by the Corporation or resignation by the Executive as permitted under the first paragraph of this Section 5(a) within 24 months following an "Acquisition" of the Corporation (as hereinafter defined), the benefits to be provided to the Executive upon such termination, regardless of the continued effectiveness of this Agreement or of the provisions of this Section 5(a), shall be in an amount and character not less generous than the benefits payable upon a termination of the Executive by the Corporation as set forth in this Section 5(a). Further, upon such a termination, in determining the bonus to be paid to the Executive under this Section 5(a), he shall receive (i) a full year's bonus under the MICP at the Target Incentive Amount in effect on the date of termination, or, if greater, at the time of the Acquisition plus (ii) a proportionate bonus under the MICP determined by multiplying the amount determined under (i) by a fraction, the numerator of which is the number of whole calendar months in the calendar year preceding the date of termination, and the denominator of which is 12.

Period of service and benefits. 5(a(a) Period of full-time service. The period of full-time service of the Executive under this Agreement shall continue to December 31, 2001the third anniversary of the Effective Date, and for successive 12 month periods thereafter; provided, however, that the Corporation may terminate at any time the full-time service of the Executive hereunder by delivering written notice of termination to the Executive at least three months prior to the effective date of such terminationExecutive, or the Executive may resign and terminate his full-time service hereunder at any time (i) if after the Corporation does not retain him in the positions of President, Chief Operating Officer and, if elected to serve as Chief Executive Officer, Chief Executive Officer or if the Executive's scope of duties hereunder is significantly reduced, (ii) at any time within the 24-month period following an Acquisition (as hereinafter defined), liquidation or dissolution third anniversary of the CorporationEffective Date, or (iii) if the services required to be performed by the Executive would necessitate, in the reasonable judgment of the Executive, the Executive's moving his residence from the Chicago, Illinois area by delivering written notice of his intention to resign to the Corporation at least three 3 months prior to the effective date of such resignation. In the event of termination of the Executive by the Corporation, the Executive shall be entitled to receive his full annual salary and fringe benefits in effect on the date of receipt of the notice of termination for a continuing period of 24 months beginning with that month next following the month during which he ceases to be actively employed. In the event of the Executive's death, the balance of the continuing salary payments shall be made to his wife, if surviving, or if not, to his estate in addition to any and all other benefits payable under this Agreement upon his death. In the event of resignation by the Executive as permitted under the first paragraph of by this Section 5(a)Agreement, the Executive shall be entitled to receive his full annual salary and fringe benefits in effect on the date of receipt of the notice of resignation for a continuing period to the effective date of 24 months beginning with that next month following the month during which he ceases to be actively employed. In the event of the Executive's death, in addition to any and all other benefits payable under this Agreement upon his death, the balance of the continuing salary payments shall be made to his wife, if surviving, or if not, to his estateresignation but not longer than three months. Except as otherwise provided in Section 5(c)(45(c)(3), continuing fringe benefits under this Section 5(a) shall be reduced to the extent of any fringe benefits provided by and available to the Executive from any subsequent employer but shall not be limited by the terms of any such fringe benefit of a subsequent employer. In the event of termination of the Executive by the Corporation, Corporation or the Executive's death or disability, or resignation by the Executive as permitted under the first paragraph of this Section 5(a), the Executive or his estate shall receive a cash bonus for the entire fiscal year in which such termination, death, termination or resignation death occurs or disability commences. Such bonus shall be calculated in accordance with the management incentive compensation program of the Corporation in effect from time to time and shall in no event be less than the full target amount for the Executive for such fiscal year. The bonus shall be payable in one lump sum in accordance with and at the time prescribed by the Corporation's policy for payment of annual bonuses to its executive employees for the year in which the Executive's termination or death occurs or his disability commences. If no policy of the Corporation then exists with regard to calculation and payment of bonuses, the bonus shall be calculated and paid in accordance with the policy of the Corporation in effect as of January 1, 19991996. In addition, in the event of either termination (including, without limitation, because of the Executive by the Corporation, the Executive's death or disability, ) of employment or the resignation by the Executive (whether or not permitted under the first paragraph of this Section 5(a))resignation, the Executive shall receive payment for accrued but unused vacation, which payment shall be equitably prorated based on the period of active employment for that portion of the fiscal year in which the termination or resignation becomes effective, death occurs, or disability commences, plus payment for accrued but unused vacation for the prior fiscal year. Payment for accrued but unused vacation shall be payable in one lump sum on the effective date of termination or resignation, the date of death (or as soon thereafter as practicable) or the date disability commences. In the event of termination of the Executive by the Corporation or resignation by the Executive as permitted under the first paragraph of this Section 5(a) within 24 months following an "Acquisition" of the Corporation (as hereinafter defined), the benefits to be provided to the Executive upon such termination, regardless of the continued effectiveness of this Agreement or of the provisions of this Section 5(a), shall be in an amount and character not less generous than the benefits payable upon a termination of the Executive by the Corporation as set forth in this Section 5(a). Further, upon such a termination, in determining the bonus to be paid to the Executive under this Section 5(a), he shall receive (i) a full year's bonus under the MICP at the Target Incentive Amount in effect on the date of termination, or, if greater, at the time of the Acquisition plus (ii) a proportionate bonus under the MICP determined by multiplying the amount determined under (i) by a fraction, the numerator of which is the number of whole calendar months in the calendar year preceding the date of termination, and the denominator of which is 12.

Period of service and benefits. 5(a(a) Period of full-time service. The period of full-time service of the Executive under this Agreement shall continue to December 31, 2001the third anniversary of the Effective Date, and for successive 12 month periods thereafter; provided, however, that the Corporation may terminate at any time the full-time service of the Executive hereunder by delivering written notice of termination to the Executive at least three months prior to the effective date of such terminationExecutive, or the Executive may resign and terminate his full-time service hereunder at any time (i) if after the Corporation does not retain him in the positions of President, Chief Operating Officer and, if elected to serve as Chief Executive Officer, Chief Executive Officer or if the Executive's scope of duties hereunder is significantly reduced, (ii) at any time within the 24-month period following an Acquisition (as hereinafter defined), liquidation or dissolution third anniversary of the CorporationEffective Date, or (iii) if the services required to be performed by the Executive would necessitate, in the reasonable judgment of the Executive, the Executive's moving his residence from the Chicago, Illinois area by delivering written notice of his intention to resign to the Corporation at least three 3 months prior to the effective date of such resignation. In the event of termination of the Executive by the Corporation, the Executive shall be entitled to receive his full annual salary and fringe benefits in effect on the date of receipt of the notice of termination for a continuing period of 24 months beginning with that month next following the month during which he ceases to be actively employed. In the event of the Executive's death, the balance of the continuing salary payments shall be made to his wife, if surviving, or if not, to his estate in addition to any and all other benefits payable under this Agreement upon his death. In the event of resignation by the Executive as permitted under the first paragraph of by this Section 5(a)Agreement, the Executive shall be entitled to receive his full annual salary and fringe benefits in effect on the date of receipt of the notice of resignation for a continuing period to the effective date of 24 months beginning with that next month following the month during which he ceases to be actively employed. In the event of the Executive's death, in addition to any and all other benefits payable under this Agreement upon his death, the balance of the continuing salary payments shall be made to his wife, if surviving, or if not, to his estateresignation but not longer than three months. Except as otherwise provided in Section 5(c)(45(c)(3), continuing fringe benefits under this Section 5(a) shall be reduced to the extent of any fringe benefits provided by and available to the Executive from any subsequent employer but shall not be limited by the terms of any such fringe benefit of a subsequent employer. In the event of termination of the Executive by the Corporation, Corporation or the Executive's death or disability, or resignation by the Executive as permitted under the first paragraph of this Section 5(a), the Executive or his estate shall receive a cash bonus for the entire fiscal year in which such termination, death, termination or resignation death occurs or disability commences. Such bonus shall be calculated in accordance with the management incentive compensation program of the Corporation in effect from time to time and shall in no event be less than the full target amount for the Executive for such fiscal year. The bonus shall be payable in one lump sum in accordance with and at the time prescribed by the Corporation's policy for payment of annual bonuses to its executive employees for the year in which the Executive's termination or death occurs or his disability commences. If no policy of the Corporation then exists with regard to calculation and payment of bonuses, the bonus shall be calculated and paid in accordance with the policy of the Corporation in effect as of January 1, 19992000. In addition, in the event of either termination (including, without limitation, because of the Executive by the Corporation, the Executive's death or disability, ) of employment or the resignation by the Executive (whether or not permitted under the first paragraph of this Section 5(a))resignation, the Executive shall receive payment for accrued but unused vacation, which payment shall be equitably prorated based on the period of active employment for that portion of the fiscal year in which the termination or resignation becomes effective, death occurs, or disability commences, plus payment for accrued but unused vacation for the prior fiscal year. Payment for accrued but unused vacation shall be payable in one lump sum on the effective date of termination or resignation, the date of death (or as soon thereafter as practicable) or the date disability commences. In the event of termination of the Executive by the Corporation or resignation by the Executive as permitted under the first paragraph of this Section 5(a) within 24 months following an "Acquisition" of the Corporation (as hereinafter defined), the benefits to be provided to the Executive upon such termination, regardless of the continued effectiveness of this Agreement or of the provisions of this Section 5(a), shall be in an amount and character not less generous than the benefits payable upon a termination of the Executive by the Corporation as set forth in this Section 5(a). Further, upon such a termination, in determining the bonus to be paid to the Executive under this Section 5(a), he shall receive (i) a full year's bonus under the MICP at the Target Incentive Amount in effect on the date of termination, or, if greater, at the time of the Acquisition plus (ii) a proportionate bonus under the MICP determined by multiplying the amount determined under (i) by a fraction, the numerator of which is the number of whole calendar months in the calendar year preceding the date of termination, and the denominator of which is 12.

Period of service and benefits. 5(a) Period of full-time service. The period of full-time service of the Executive under this Agreement shall continue to December 31, 2001the third anniversary of the Effective Date, and for successive 12 month periods thereafter; provided, however, that the Corporation may terminate at any time the full-time service of the Executive hereunder by delivering written notice of termination to the Executive at least three months prior to the effective date of such terminationExecutive, or the Executive may resign and terminate his full-time service hereunder at any time (i) if after the Corporation does not retain him in the positions of President, Chief Operating Officer and, if elected to serve as Chief Executive Officer, Chief Executive Officer or if the Executive's scope of duties hereunder is significantly reduced, (ii) at any time within the 24-month period following an Acquisition (as hereinafter defined), liquidation or dissolution third anniversary of the CorporationEffective Date, or (iii) if the services required to be performed by the Executive would necessitate, in the reasonable judgment of the Executive, the Executive's moving his residence from the Chicago, Illinois area by delivering written notice of his intention to resign to the Corporation at least three 3 months prior to the effective date of such resignation. In the event of termination of the Executive by the Corporation, the Executive shall be entitled to receive his full annual salary and fringe benefits in effect on the date of receipt of the notice of termination for a continuing period of 24 months beginning with that month next following the month during which he ceases to be actively employed. In the event of the Executive's death, the balance of the continuing salary payments shall be made to his wife, if surviving, or if not, to his estate in addition to any and all other benefits payable under this Agreement upon his death. In the event of resignation by the Executive as permitted under the first paragraph of by this Section 5(a)Agreement, the Executive shall be entitled to receive his full annual salary and fringe benefits in effect on the date of receipt of the notice of resignation for a continuing period to the effective date of 24 months beginning with that next month following the month during which he ceases to be actively employed. In the event of the Executive's death, in addition to any and all other benefits payable under this Agreement upon his death, the balance of the continuing salary payments shall be made to his wife, if surviving, or if not, to his estateresignation but not longer than three months. Except as otherwise provided in Section 5(c)(45(c)(3), continuing fringe benefits under this Section 5(a) shall be reduced to the extent of any fringe benefits provided by and available to the Executive from any subsequent employer but shall not be limited by the terms of any such fringe benefit of a subsequent employer. In the event of termination of the Executive by the Corporation, Corporation or the Executive's death or disability, or resignation by the Executive as permitted under the first paragraph of this Section 5(a), the Executive or his estate shall receive a cash bonus for the entire fiscal year in which such termination, death, termination or resignation death occurs or disability commences. Such bonus shall be calculated in accordance with the management incentive compensation program of the Corporation in effect from time to time. Such bonus shall be calculated in accordance with the management incentive compensation program of the Corporation in effect from time to time and shall in no event be less than the full target amount for the Executive for such fiscal year. If no policy of the Corporation then exists with regard to calculation and payment of bonuses, the bonus shall be calculated and paid in accordance with the policy of the Corporation in effect as of January 1, 19991996. In addition, in the event of either termination (including, without limitation, because of the Executive by the Corporation, the Executive's death or disability, ) of employment or the resignation by the Executive (whether or not permitted under the first paragraph of this Section 5(a))resignation, the Executive shall receive payment for accrued but unused vacation, which payment shall be equitably prorated based on the period of active employment for that portion of the fiscal year in which the termination or resignation becomes effective, death occurs, or disability commences, plus payment for accrued but unused vacation for the prior fiscal year. Payment for accrued but unused vacation shall be payable in one lump sum on the effective date of termination or resignation, the date of death (or as soon thereafter as practicable) or the date disability commences. In the event of termination of the Executive by the Corporation or resignation by the Executive as permitted under the first paragraph of this Section 5(a) within 24 months following an "Acquisition" of the Corporation (as hereinafter defined), the benefits to be provided to the Executive upon such termination, regardless of the continued effectiveness of this Agreement or of the provisions of this Section 5(a), shall be in an amount and character not less generous than the benefits payable upon a termination of the Executive by the Corporation as set forth in this Section 5(a). Further, upon such a termination, in determining the bonus to be paid to the Executive under this Section 5(a), he shall receive (i) a full year's bonus under the MICP at the Target Incentive Amount in effect on the date of termination, or, if greater, at the time of the Acquisition plus (ii) a proportionate bonus under the MICP determined by multiplying the amount determined under (i) by a fraction, the numerator of which is the number of whole calendar months in the calendar year preceding the date of termination, and the denominator of which is 12.

Period of service and benefits. 5(a) (a). Period of full-time service. The period of full-time service of the Executive under this Agreement shall continue to December 31, 2001the third anniversary of the Effective Date, and for successive 12 month periods thereafter; provided, however, that the Corporation may terminate at any time the full-time service of the Executive hereunder by delivering written notice of termination to the Executive at least three months prior to the effective date of such terminationExecutive, or the Executive may resign and terminate his full-time service hereunder at any time (i) if after the Corporation does not retain him in the positions of President, Chief Operating Officer and, if elected to serve as Chief Executive Officer, Chief Executive Officer or if the Executive's scope of duties hereunder is significantly reduced, (ii) at any time within the 24-month period following an Acquisition (as hereinafter defined), liquidation or dissolution third anniversary of the CorporationEffective Date, or (iii) if the services required to be performed by the Executive would necessitate, in the reasonable judgment of the Executive, the Executive's moving his residence from the Chicago, Illinois area by delivering written notice of his intention to resign to the Corporation at least three 3 months prior to the effective date of such resignation. In the event of termination of the Executive by the Corporation, the Executive shall be entitled to receive his full annual salary and fringe benefits in effect on the date of receipt of the notice of termination for a continuing period of 24 months beginning with that month next following the month during which he ceases to be actively employed. In the event of the Executive's death, the balance of the continuing salary payments shall be made to his wife, if surviving, or if not, to his estate in addition to any and all other benefits payable under this Agreement upon his death. In the event of resignation by the Executive as permitted under the first paragraph of by this Section 5(a)Agreement, the Executive shall be entitled to receive his full annual salary and fringe benefits in effect on the date of receipt of the notice of resignation for a continuing period to the effective date of 24 months beginning with that next month following the month during which he ceases to be actively employed. In the event of the Executive's death, in addition to any and all other benefits payable under this Agreement upon his death, the balance of the continuing salary payments shall be made to his wife, if surviving, or if not, to his estateresignation but not longer than three months. Except as otherwise provided in Section 5(c)(45(c)(3), continuing fringe benefits under this Section 5(a) shall be reduced to the extent of any fringe benefits provided by and available to the Executive from any subsequent employer but shall not be limited by the terms of any such fringe benefit of a subsequent employer. In the event of termination of the Executive by the Corporation, Corporation or the Executive's death or disability, or resignation by the Executive as permitted under the first paragraph of this Section 5(a), the Executive or his estate shall receive a cash bonus for the entire fiscal year in which such termination, death, termination or resignation death occurs or disability commences. Such bonus shall be calculated in accordance with the management incentive compensation program of the Corporation in effect from time to time and shall in no event be less than the full target amount for the Executive for such fiscal year. The bonus shall be payable in one lump sum in accordance with and at the time prescribed by the Corporation's policy for payment of annual bonuses to its executive employees for the year in which the Executive's termination or death occurs or his disability commences. If no policy of the Corporation then exists with regard to calculation and payment of bonuses, the bonus shall be calculated and paid in accordance with the policy of the Corporation in effect as of January 1, 19991996. In addition, in the event of either termination (including, without limitation, because of the Executive by the Corporation, the Executive's death or disability, ) of employment or the resignation by the Executive (whether or not permitted under the first paragraph of this Section 5(a))resignation, the Executive shall receive payment for accrued but unused vacation, which payment shall be equitably prorated based on the period of active employment for that portion of the fiscal year in which the termination or resignation becomes effective, death occurs, or disability commences, plus payment for accrued but unused vacation for the prior fiscal year. Payment for accrued but unused vacation shall be payable in one lump sum on the effective date of termination or resignation, the date of death (or as soon thereafter as practicable) or the date disability commences. In the event of termination of the Executive by the Corporation or resignation by the Executive as permitted under the first paragraph of this Section 5(a) within 24 months following an "Acquisition" of the Corporation (as hereinafter defined), the benefits to be provided to the Executive upon such termination, regardless of the continued effectiveness of this Agreement or of the provisions of this Section 5(a), shall be in an amount and character not less generous than the benefits payable upon a termination of the Executive by the Corporation as set forth in this Section 5(a). Further, upon such a termination, in determining the bonus to be paid to the Executive under this Section 5(a), he shall receive (i) a full year's bonus under the MICP at the Target Incentive Amount in effect on the date of termination, or, if greater, at the time of the Acquisition plus (ii) a proportionate bonus under the MICP determined by multiplying the amount determined under (i) by a fraction, the numerator of which is the number of whole calendar months in the calendar year preceding the date of termination, and the denominator of which is 12.