Common use of Provisions Applicable to Termination of Employment Clause in Contracts

Provisions Applicable to Termination of Employment. If a Change in Control shall occur and the Executive’s employment is thereafter terminated at any time prior to the first anniversary of the Change in Control Date by the Employer other than for Cause or by the Executive for Good Reason, then the Executive shall be entitled to receive the following: (i) the Executive shall be entitled to all payments and benefits provided in Section 7; (ii) the payments required by the provisions of clause (i) of Section 9(c) shall be paid to the Executive in a lump sum in cash within ten days after the Date of Termination; (iii) the Executive shall receive as severance pay, and in lieu of any further salary subsequent to the Date of Termination and any Severance Payment referenced in Section 9(c)(ii) above, an amount in cash equal to 2 times the sum of the annual Base Salary on the Date of Termination plus the average of the last 2 years’ bonuses. The Company shall compute the average of the Executive’s last 2 years’ bonuses by including the greater of (A) the bonus, if any, already earned by the Executive at the time of termination related to the calendar year of the termination or (B) the bonus, if any, earned for the second full calendar year preceding the termination of the Executive (e.g., if the Executive is terminated on August 1, 2005, the Company shall include in the bonus calculation the greater of (A) the bonus, if any, earned by the Executive through August 1, 2005, or (B) the bonus, if any, earned by the Executive for calendar year 2003). Additionally, in the event the Executive received in any relevant year a grant of stock, restricted stock or stock options (a “Grant”), then the Company shall compute the average of the Executive’s last 2 years’ bonuses by including: (i) in the case of a Grant consisting of a stock grant, the amount reported by the Company to the Internal Revenue Service relating to such stock grant for the relevant year; (ii) in the case of a Grant consisting of a restricted stock grant, the full xxxxx xxxxx, computed for the purposes of this agreement by multiplying the number of granted restricted shares by the closing share price on the grant date, and; (iii) in the case of a Grant consisting of a stock option grant, the imputed present value of such options at the time of the grant, defined for purposes of this agreement as 50% of the exercise price. The Company shall also include in the bonus calculation the value of any other long term incentive grants in any relevant year, whether equity based, cash based, or otherwise. In addition, all benefits enjoyed by the Executive on the Date of Termination shall continue for a period of 1 year and 364 days after the Date of Termination. The severance sum shall be paid to the Executive within 30 days of the Date of Termination. If the continuation of any benefit provided to the Executive violates any law or statute the Employer shall pay to the Executive the cash equivalent of any benefit lost by the Executive; and (iv) the Employer shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in Executive’s sole reasonable discretion.

Provisions Applicable to Termination of Employment. If a Change in Control shall occur and the Executive’s employment is thereafter terminated at any time prior to the first anniversary of the Change in Control Date by the Employer other than for Cause or by the Executive for Good Reason, then the Executive shall be entitled to receive the following: (i) the Executive shall be entitled to all payments and benefits provided in Section 7; (ii) the payments required by the provisions of clause (i) of Section 9(c) shall be paid to the Executive in a lump sum in cash within ten days after the Date of TerminationTermination (or such later date as the Executive may elect); (iii) the Executive shall receive as severance pay, and in lieu of any further salary subsequent to the Date of Termination and any Severance Payment referenced in Section 9(c)(ii) above, an amount in cash equal to 2 two times the sum of the annual Base Salary on the Date of Termination plus the average of the last 2 two years’ bonuses. The Company shall compute the average of the Executive’s last 2 two years’ bonuses by including the greater of (A) the bonus, if any, already earned by the Executive at the time of termination related to the calendar year of the termination or (B) the bonus, if any, earned for the second full calendar year preceding the termination of the Executive (e.g., e.g. if the Executive is terminated on August 1, 2005, 2005 the Company shall include in the bonus calculation the greater of (A) the bonus, if any, earned by the Executive through August 1, 2005, or (B) the bonus, if any, earned by the Executive for calendar year 2003). Additionally, in the event the Executive received in any relevant year a grant of stock, restricted stock or stock options during any relevant year (a “Grant”), then the Company shall compute the average of the Executive’s last 2 two years’ bonuses by including: (i) in the case of a Grant consisting of a stock grant, the amount reported by the Company to the Internal Revenue Service relating to such stock grant for the relevant year; (ii) in the case of a Grant consisting of a restricted stock grant, the full xxxxx xxxxx, computed for the purposes of this agreement by multiplying the number of granted restricted shares by the closing share price on the grant date, and; (iii) in the case of a Grant consisting of a stock option grant, the imputed present value of such options at the time of the grant, defined for purposes of this agreement as 50% of the exercise price. The Company shall also include in the bonus calculation the value of any other long term incentive grants grant in any relevant year, whether equity cash-based, cash equity-based, or otherwise. In addition, all benefits enjoyed by the Executive on the Date of Termination shall continue for a period of 1 one year and 364 days after the Date of Termination. The severance sum shall be paid to the Executive within 30 days of the Date of Termination. If the continuation of any benefit provided to the Executive violates any law or statute the Employer shall pay to the Executive the cash equivalent of any benefit lost by the Executive; and (iv) the Employer shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in Executive’s sole reasonable discretion.

Provisions Applicable to Termination of Employment. If a Change in Control shall occur and the Executive’s employment is thereafter terminated at any time prior to the first anniversary of the Change in Control Date by the Employer for other than for Cause or by the Executive for Good Reason, then the Executive shall be entitled to receive the following: (i) the Executive shall be entitled to all payments and benefits provided in Section 7; (ii) the payments required by the provisions of clause (i) of Section 9(c) shall be paid to the Executive in a lump sum in cash within ten days after the Date of TerminationTermination (or such later date as the Executive may elect); (iii) the Executive shall receive as severance pay, and in lieu of any further salary subsequent to the Date of Termination and any Severance Payment referenced in Section 9(c)(ii) above, an amount in cash equal to 2 2.99 times the sum of the annual Base Salary on the Date of Termination plus the average of the last 2 3 years’ bonuses. The Company shall compute the average of the Executive’s last 2 three years’ bonuses by including the greater of (A) the bonus, if any, already earned by the Executive at the time of termination related to the calendar year of the termination or (B) the bonus, if any, earned for the second third full calendar year preceding the termination of the Executive (e.g., if the Executive is terminated on August 1, 2005, the Company shall include in the bonus calculation the greater of (A) the bonus, if any, earned by the Executive through August 1, 2005, or (B) the bonus, if any, earned by the Executive for calendar year 20032002). Additionally, in the event the Executive received in any relevant year a grant of stock, restricted stock or stock options (a “Grant”), then the Company shall compute the average of the Executive’s last 2 three years’ bonuses by including: (i) in the case of a Grant consisting of a stock grant, the amount reported by the Company to the Internal Revenue Service relating to such stock grant for the relevant year; (ii) in the case of a Grant consisting of a restricted stock grant, the full xxxxx xxxxx, computed for the purposes of this agreement by multiplying the number of granted restricted shares by the closing share price on the grant date, and; (iii) in the case of a Grant consisting of a stock option grant, the imputed present value of such options at the time of the grant, defined for purposes of this agreement as 50% of the exercise price. The Company shall also include in the bonus calculation the value of any other long term incentive grants in any relevant year, whether equity based, cash based, or otherwise. In addition, all benefits enjoyed by the Executive on the Date of Termination shall continue for a period of 1 year 2 years and 364 days after the Date of Termination. The severance sum shall be paid to the Executive within 30 days of the Date of Termination. If the continuation of any benefit provided to the Executive violates any law or statute the Employer shall pay to the Executive the cash equivalent of any benefit lost by the Executive; and (iv) the Employer shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in Executive’s sole reasonable discretion.

Provisions Applicable to Termination of Employment. If a Change in Control shall occur and the Executive’s employment is thereafter terminated at any time prior to the first anniversary of the Change in Control Date by the Employer other than for Cause or by the Executive for Good Reason, then the Executive shall be entitled to receive the following: (i) the Executive shall be entitled to all payments and benefits provided in Section 7; (ii) the payments required by the provisions of clause (i) of Section 9(c) shall be paid to the Executive in a lump sum in cash within ten days after the Date of TerminationTermination (or such later date as the Executive may elect); (iii) the Executive shall receive as severance pay, and in lieu of any further salary subsequent to the Date of Termination and any Severance Payment referenced in Section 9(c)(ii) above, an amount in cash equal to 2 times the sum of the annual Base Salary on the Date of Termination plus the average of the last 2 years’ bonuses. The Company shall compute the average of the Executive’s last 2 years’ bonuses by including the greater of (A) the bonus, if any, already earned by the Executive at the time of termination related to the calendar year of the termination or (B) the bonus, if any, earned for the second full calendar year preceding the termination of the Executive (e.g., if the Executive is terminated on August 1, 2005, the Company shall include in the bonus calculation the greater of (A) the bonus, if any, earned by the Executive through August 1, 2005, or (B) the bonus, if any, earned by the Executive for calendar year 2003). Additionally, in the event the Executive received in any relevant year a grant of stock, restricted stock or stock options (a “Grant”), then the Company shall compute the average of the Executive’s last 2 years’ bonuses by including: (i) in the case of a Grant consisting of a stock grant, the amount reported by the Company to the Internal Revenue Service relating to such stock grant for the relevant year; (ii) in the case of a Grant consisting of a restricted stock grant, the full xxxxx xxxxx, computed for the purposes of this agreement by multiplying the number of granted restricted shares by the closing share price on the grant date, and; (iii) in the case of a Grant consisting of a stock option grant, the imputed present value of such options at the time of the grant, defined for purposes of this agreement as 50% of the exercise price. The Company shall also include in the bonus calculation the value of any other long term incentive grants in any relevant year, whether equity based, cash based, or otherwise. In addition, all benefits enjoyed by the Executive on the Date of Termination shall continue for a period of 1 year and 364 days after the Date of Termination. The severance sum shall be paid to the Executive within 30 days of the Date of Termination. If the continuation of any benefit provided to the Executive violates any law or statute the Employer shall pay to the Executive the cash equivalent of any benefit lost by the Executive; and (iv) the Employer shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in Executive’s sole reasonable discretion.

Provisions Applicable to Termination of Employment. If a Change in Control shall occur and the Executive’s employment is thereafter terminated at any time prior to the first anniversary of the Change in Control Date by the Employer for other than for Cause Cause, or by the Executive for Good Reason, then the Executive shall be entitled to receive the following: (i) the Executive shall be entitled to all payments and benefits provided in Section 7; (ii) salary through Date of Termination at the payments required by the provisions of clause (i) of Section 9(c) shall be paid rate in effect immediately prior to the Executive in time a lump sum in Notice of Termination is given, plus any benefits and awards (including both cash within ten days after and stock components) which pursuant to the Date terms of Terminationany Plans have been earned and otherwise payable, but which have not been paid; (iii) the Executive shall receive as severance pay, and in lieu of any further salary subsequent to the Date of Termination and any Severance Payment referenced in Section 9(c)(ii) aboveTermination, an amount in cash equal to 2 times the sum of the annual Base Salary on the Date of Termination. In addition, all benefits enjoyed by the Executive on the Date of Termination plus shall continue for a period of one year after the Date of Termination. In addition, the Executive will receive the average of the last 2 years’ two years bonuses, which average shall be computed in the manner described below. The Company shall compute the average of the Executive’s last 2 two years’ bonuses by including the greater of (A) the bonus, if any, already earned by the Executive at the time of termination related to the calendar year of the termination or (B) the bonus, if any, earned for the second full calendar year preceding the termination of the Executive (e.g., if the Executive is terminated on August 1, 2005, the Company shall include in the bonus calculation the greater of (A) the bonus, if any, earned by the Executive through August 1, 2005, or (B) the bonus, if any, earned by the Executive for calendar year 2003)Executive. Additionally, in the event the Executive received in any relevant year a grant of stock, restricted stock or stock options (a “Grant”), then the Company shall compute the average of the Executive’s last 2 two years’ bonuses by including: (i) in the case of a Grant consisting of a stock grant, the amount reported by the Company to the Internal Revenue Service relating to such stock grant for the relevant year; (ii) in the case of a Grant consisting of a restricted stock grant, the full xxxxx xxxxx, computed for the purposes of this agreement by multiplying the number of granted restricted shares by the closing share price on the grant date, and; (iii) in the case of a Grant consisting of a stock option grant, the imputed present value of such options at the time of the grant, defined for purposes of this agreement as 50% of the exercise price. The Company shall also include in the bonus calculation the value of any other long term incentive grants in any relevant year, whether equity based, cash based, or otherwise. In addition, all benefits enjoyed by the Executive on the Date of Termination shall continue for a period of 1 year and 364 days after the Date of Termination. . (iv) The severance sum shall be paid to the Executive within 30 days of the Date of Termination. If the continuation of any benefit provided to the Executive violates any law or statute the Employer shall pay to the Executive the cash equivalent of any benefit lost by the Executive; and (ivv) the Employer shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in Executive’s sole reasonable discretion.

Provisions Applicable to Termination of Employment. If a Change in Control shall occur and the Executive’s employment is thereafter terminated at any time prior to the first anniversary of the Change in Control Date by the Employer other than for Cause or by the Executive for Good Reason, then the Executive shall be entitled to receive the following: (i) the Executive shall be entitled to all payments and benefits provided in Section 7; (ii) the payments required by the provisions of clause (i) of Section 9(c) shall be paid to the Executive in a lump sum in cash within ten days after the Date of TerminationTermination (or such later date as the Executive may elect); (iii) the Executive shall receive as severance pay, and in lieu of any further salary subsequent to the Date of Termination and any Severance Payment referenced in Section 9(c)(ii) above, an amount in cash equal to 2 2.99 times the sum of the annual Base Salary on the Date of Termination plus the average of the last 2 3 years’ bonuses. The Company shall compute the average of the Executive’s last 2 three years’ bonuses by including the greater of (A) the bonus, if any, already earned by the Executive at the time of termination related to the calendar year of the termination or (B) the bonus, if any, earned for the second third full calendar year preceding the termination of the Executive (e.g., if the Executive is terminated on August 1, 2005, the Company shall include in the bonus calculation the greater of (A) the bonus, if any, earned by the Executive through August 1, 2005, or (B) the bonus, if any, earned by the Executive for calendar year 20032002). Additionally, in the event the Executive received in any relevant year a grant of stock, restricted stock or stock options (a “Grant”), then the Company shall compute the average of the Executive’s last 2 three years’ bonuses by including: (i) in the case of a Grant consisting of a stock grant, the amount reported by the Company to the Internal Revenue Service relating to such stock grant for the relevant year; (ii) in the case of a Grant consisting of a restricted stock grant, the full xxxxx xxxxx, computed for the purposes of this agreement by multiplying the number of granted restricted shares by the closing share price on the grant date, and; (iii) in the case of a Grant consisting of a stock option grant, the imputed present value of such options at the time of the grant, defined for purposes of this agreement as 50% of the exercise price. The Company shall also include in the bonus calculation the value of any other long term incentive grants in any relevant year, whether equity based, cash based, or otherwise. In addition, all benefits enjoyed by the Executive on the Date of Termination shall continue for a period of 1 year 2 years and 364 days after the Date of Termination. The severance sum shall be paid to the Executive within 30 days of the Date of Termination. If the continuation of any benefit provided to the Executive violates any law or statute the Employer shall pay to the Executive the cash equivalent of any benefit lost by the Executive; and (iv) the Employer shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in Executive’s sole reasonable discretion.

Provisions Applicable to Termination of Employment. If a Change in Control shall occur and the Executive’s 's employment is thereafter terminated at any time prior to the first anniversary of the Change in Control Date by the Employer other than for Cause or by the Executive for Good Reason, then the Executive shall be entitled to receive the following: (i) the Executive shall be entitled to all payments and benefits provided in Section 7; (ii) the payments required by the provisions of clause (i) of Section 9(c) shall be paid to the Executive in a lump sum in cash within ten days after the Date of TerminationTermination (or such later date as the Executive may elect); (iii) the Executive shall receive as severance pay, and in lieu of any further salary subsequent to the Date of Termination and any Severance Payment referenced in Section 9(c)(ii) above, an amount in cash equal to 2 2.99 times the sum of the annual Base Salary on the Date of Termination plus the average of the last 2 3 years’ bonuses. The Company shall compute the average of the Executive’s 's last 2 three years’ bonuses by including the greater of (A) the bonus, if any, already earned by the Executive at the time of termination related to the calendar year of the termination or (B) the bonus, if any, earned for the second third full calendar year preceding the termination of the Executive (e.g., if the Executive is terminated on August 1, 2005, the Company shall include in the bonus calculation the greater of (A) the bonus, if any, earned by the Executive through August 1, 2005, or (B) the bonus, if any, earned by the Executive for calendar year 20032002). Additionally, in the event the Executive received in any relevant year a grant of stock, restricted stock or stock options (a “Grant”), then the Company shall compute the average of the Executive’s 's last 2 three years’ ' bonuses by including: (i) in the case of a Grant consisting of a stock grant, the amount reported by the Company to the Internal Revenue Service relating to such stock grant for the relevant year; (ii) in the case of a Grant consisting of a restricted stock grant, the full xxxxx xxxxx, computed for the purposes of this agreement by multiplying the number of granted restricted shares by the closing share price on the grant date, and; (iii) in the case of a Grant consisting of a stock option grant, the imputed present value of such options at the time of the grant, defined for purposes of this agreement as 50% of the exercise price. The Company shall also include in the bonus calculation the value of any other long term incentive grants in any relevant year, whether equity based, cash based, or otherwise. In addition, all benefits enjoyed by the Executive on the Date of Termination shall continue for a period of 1 year 2 years and 364 days after the Date of Termination. The severance sum shall be paid to the Executive within 30 days of the Date of Termination. If the continuation of any benefit provided to the Executive violates any law or statute the Employer shall pay to the Executive the cash equivalent of any benefit lost by the Executive; and (iv) the Employer shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in Executive’s sole reasonable discretion.

Provisions Applicable to Termination of Employment. If a -------------------------------------------------- Change in Control shall occur and the Executive’s 's employment is thereafter terminated at any time prior to the first anniversary of the Change in Control Date by the Employer other than for Cause Cause, or by the Executive for Good Reason, then Reason pursuant to Section 8 (including a termination under the authority granted in Section 9(c) hereof): (i) Executive shall be entitled to receive the following: (i) the Executive shall be entitled to all payments and benefits provided in Section 76 hereof; (ii) in lieu of the payments required by the provisions of clause clauses (i), (ii) and (vi) of Section 9(c8(c) hereof the Employer shall be paid pay to the Executive in a lump sum in cash within ten (10) days after the Date of Termination (or such later date as Executive may elect) the aggregate of the following amounts: (A) an amount equal to the product of (1) the higher of (y) 125% of Executive's Target Bonus Amount in effect on the Change in Control Date under the Short-Term Plan as in effect on the Change in Control Date or (z) 125% of Executive's Target Bonus Amount in effect on the Date of Termination under the Short-Term Plan as in effect on the Change in Control Date or under any other bonus plan then maintained by the Employer (such higher amount being referred to herein as the "Termination Bonus Amount"), multiplied by (2) a fraction, the numerator of which is the number of days that have elapsed in the current Bonus Period of the Employer through the Date of Termination and the denominator of which is 365; (B) an amount equal to the product of three multiplied times the sum of (y) Executive's Base Salary as in effect on the Date of Termination plus (z) the Termination Bonus Amount for Executive; and (C) with respect to each Performance Measurement Cycle that had commenced but had not been completed prior to such Date of Termination under the Long-Term Plan, an amount equal to the product of (1) the higher of (y) 125% of Executive's Target Cash Award for such Performance Measurement Cycle as in effect immediately prior to the Change in Control Date or (z) 125% of Executive's Target Cash Award for such Performance Measurement Cycle as in effect immediately prior such Date of Termination, multiplied by (2) a fraction, the denominator of which is the number of days in such Performance Measurement Cycle and the numerator of which is the number of days elapsing from the date such Performance Measurement Cycle commenced through such Date of Termination; (iii) the Executive shall receive as severance pay, and in lieu of any further salary subsequent to the Date of Termination and any Severance Payment referenced in Section 9(c)(ii) above, an amount in cash equal to 2 times the sum provisions of the annual Base Salary on the Date second sentence of Termination plus the average of Section 8(e) and the last 2 years’ bonuses. The Company two sentences of Section 8(f) shall compute the average of the Executive’s last 2 years’ bonuses by including the greater of (A) the bonus, if any, already earned by the Executive at the time of termination related to the calendar year of the termination or (B) the bonus, if any, earned for the second full calendar year preceding the not be operative following a termination of the Executive Executive's employment pursuant to Section 8; (e.g., if the Executive is terminated on August 1, 2005, the Company shall include in the bonus calculation the greater of (Aiv) the bonus, if any, earned by the Executive through August 1, 2005, or (B) the bonus, if any, earned by the Executive for calendar year 2003). Additionally, in the event the Executive received in any relevant year a grant of stock, restricted stock or stock options (a “Grant”), then the Company shall compute the average of the Executive’s last 2 years’ bonuses by including: (i) in the case of a Grant consisting of a stock grant, the amount reported by the Company to the Internal Revenue Service relating to such stock grant for the relevant year; (ii) in the case of a Grant consisting of a restricted stock grant, the full xxxxx xxxxx, computed for the purposes of this agreement by multiplying the number of granted restricted shares by the closing share price on the grant date, and; (iii) in the case of a Grant consisting of a stock option grant, the imputed present value of such options at the time of the grant, defined for purposes of this agreement as 50% of the exercise price. The Company shall also include in the bonus calculation the value of any other long term incentive grants in any relevant year, whether equity based, cash based, or otherwise. In addition, all benefits enjoyed by the Executive on the Date of Termination shall continue for a period of 1 year and 364 days after the Date of Termination. The severance sum shall be paid to the Executive within 30 days of the Date of Termination. If the continuation of any benefit provided to the Executive violates any law or statute the Employer shall pay reimburse Executive upon demand for up to the an aggregate of Ten Thousand Dollars ($10,000) of fees and disbursements paid to Executive's legal, accounting, tax and financial advisors for services rendered by them to Executive the cash equivalent in connection with or as a result of any benefit lost by the Executivehis termination of employment hereunder; and (ivv) the Employer shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in Executive’s his sole reasonable discretion.