Common use of TERMINATION ALLOWANCE Clause in Contracts

TERMINATION ALLOWANCE. (a) In the event Executive's employment with Cingular is terminated under circumstances described in Section 3(b) below, Company shall pay to Executive (or, in the event of Executive's death, to his estate) a termination allowance. The termination allowance shall be an amount equal to the sum of (i) two hundred percent (200%) of Executive's Base Salary in effect on the date of Executive's termination of employment, plus (ii) two hundred percent (200%) of the standard award amount applicable to Executive under his employer's short term bonus plan for the year in which his date of termination occurs, less all applicable withholdings, payable in a single lump sum payment. Payment of the termination allowance shall be made as soon as practicable following Executive's termination of employment under circumstances entitling him to such payment, and satisfaction of all conditions described in this Agreement on Executive's entitlement to such payment. For purposes of this Agreement, "Base Salary" shall refer to the gross annual base salary payable to Executive including (A) the amounts of any before-tax contributions made by Executive from such salary to any tax-qualified cash or deferred arrangement sponsored by his employer, and (B) the amount of any other deferrals of such salary under any nonqualified deferred compensation plan(s) maintained by his employer. (b) Executive's employment shall be deemed to have been terminated under circumstances described in this Section 3(b) only if: (A) Executive's employment is terminated either by Cingular other than for Cause, or by Executive for Good Reason; (B) Executive shall within thirty (30) days following such termination of employment have notified Company of his desire to return to Company, and within thirty (30) days following such notification Company shall have failed to offer to Executive employment with Company or a subsidiary or affiliate of Company in a "comparable" position (as defined below); and (C) Executive executes a supplemental release, substantially in the form of the release agreement attached to this Agreement as Exhibit "A" (the "Release Agreement"), which is incorporated herein by this reference; (ii) Executive's employment is terminated by reason of Executive's Disability, and Executive executes a Release Agreement; or (iii) Executive's employment is terminated by reason of Executive's death. For purposes of clause (i) above, a "comparable" position shall mean a position (1) providing Base Salary and a standard or target short term bonus no less than those provided to Executive immediately prior to his termination of employment with Cingular (and disregarding any previous diminution in such amounts which did or would have constituted Good Reason under this Agreement); (2) reporting to Company's Chief Executive Officer; (3) providing types and amounts of other compensation and benefits comparable to those provided to other similarly situated Company officers; and (4) not requiring relocation outside the Atlanta, Georgia, metropolitan area.

TERMINATION ALLOWANCE. (a) In the event Executive's employment with Cingular is terminated under circumstances described below in this Section 3(b) below3, Company shall pay to Executive (or, in the event of Executive's death, to his estate) a termination allowance. The termination allowance shall be an amount equal to the sum of (i) two hundred percent (200%) of Executive's Base Salary in effect on the date of Executive's termination of employment, plus (ii) two hundred percent (200%) of the standard award amount applicable to Executive under his employer's short term bonus plan the BellSouth Short Term Incentive Award Plan ("STIAP") for the year in which his date of termination occurs, less all applicable withholdings, payable in a single lump sum payment. Payment of the termination allowance shall be made as soon as practicable following Executive's termination of employment under circumstances entitling him to such payment, and satisfaction of all conditions described in this Agreement on Executive's entitlement to such payment. For purposes of this Agreement, "Base Salary" shall refer to the gross annual base salary payable to Executive including (Ai) the amounts of any before-tax contributions made by Executive from such salary to the BellSouth Retirement Savings Plan, or any other tax-qualified cash or deferred arrangement sponsored by his employerCompany, and (Bii) the amount of any other deferrals of such salary under any nonqualified deferred compensation plan(s) maintained by his employer. (b) Company. Executive's employment shall be deemed to have been terminated under circumstances described in this Section 3(b) 3 only ifif all of the following conditions are satisfied: (A) Executive's employment is terminated either (1) by Cingular Company, other than for Cause, or (2) by Executive for Good Reason; and (B) Executive shall within thirty (30executes a release satisfying the terms of Section 4(b) days following such termination of employment have notified Company of his desire to return to Company, and within thirty (30) days following such notification Company shall have failed to offer to Executive employment with Company or a subsidiary or affiliate of Company in a "comparable" position (as defined below)this Agreement; and and (C) Executive executes a supplemental release, substantially in an agreement regarding competition with Company and Affiliated Companies satisfying the form terms of the release agreement attached to Section 7(b) of this Agreement as Exhibit "A" (the "Release Agreement"), which is incorporated herein by this reference;; and (iiD) Executive's employment Executive is terminated not transferred to or reemployed by reason of Executive's Disability, and Executive executes a Release Agreement; or (iii) Executive's employment is terminated by reason of Executive's death. For purposes of clause (i) above, a "comparable" position shall mean a position (1) providing Base Salary and a standard or target short term bonus no less than those provided to Executive immediately prior to his termination of employment with Cingular (and disregarding any previous diminution in such amounts which did or would have constituted Good Reason under this Agreement); (2) reporting to an Affiliated Company's Chief Executive Officer; (3) providing types and amounts of other compensation and benefits comparable to those provided to other similarly situated Company officers; and (4) not requiring relocation outside the Atlanta, Georgia, metropolitan area.

TERMINATION ALLOWANCE. (a) In the event Executive's employment with Cingular is terminated under circumstances described below in this Section 3(b) below4, Company shall pay to Executive (or, in the event of Executive's death, to his estate) a termination allowance. The termination allowance shall be an amount equal to the sum of (i) two hundred percent (200%) of Executive's Base Salary in effect on the date of Executive's termination of employment, plus (ii) two hundred percent (200%) of the standard award amount applicable to Executive under his employer's short term bonus plan the BellSouth Short Term Incentive Award Plan ("STIAP") for the year in which his date of termination occurs, less all applicable withholdings, payable in a single lump sum payment. Payment of the termination allowance shall be made as soon as practicable following Executive's termination of employment under circumstances entitling him to such payment, and satisfaction of all conditions described in this Agreement on Executive's entitlement to such payment. For purposes of this Agreement, "Base Salary" shall refer to the gross annual base salary payable to Executive including (Ai) the amounts of any before-tax contributions made by Executive from such salary to the BellSouth Retirement Savings Plan, or any other tax-qualified cash or deferred arrangement sponsored by his employerCompany, and (Bii) the amount of any other deferrals of such salary under any nonqualified deferred compensation plan(s) maintained by his employer. (b) Company. Executive's employment shall be deemed to have been terminated under circumstances described in this Section 3(b) 4 only ifif all of the following conditions are satisfied: (A) Executive's employment is terminated either (1) by Cingular Company, other than for Cause, or (2) by Executive for Good Reason; and (B) Executive shall within thirty (30executes a release satisfying the terms of Section 7(b) days following such termination of employment have notified Company of his desire to return to Company, and within thirty (30) days following such notification Company shall have failed to offer to Executive employment with Company or a subsidiary or affiliate of Company in a "comparable" position (as defined below)this Agreement; and and (C) Executive executes a supplemental release, substantially in an agreement regarding competition with Company and Affiliated Companies satisfying the form terms of the release agreement attached to Section 10(b) of this Agreement as Exhibit "A" (the "Release Agreement"), which is incorporated herein by this reference;; and (iiD) Executive's employment Executive is terminated not transferred to or reemployed by reason of Executive's Disability, and Executive executes a Release Agreement; or (iii) Executive's employment is terminated by reason of Executive's death. For purposes of clause (i) above, a "comparable" position shall mean a position (1) providing Base Salary and a standard or target short term bonus no less than those provided to Executive immediately prior to his termination of employment with Cingular (and disregarding any previous diminution in such amounts which did or would have constituted Good Reason under this Agreement); (2) reporting to an Affiliated Company's Chief Executive Officer; (3) providing types and amounts of other compensation and benefits comparable to those provided to other similarly situated Company officers; and (4) not requiring relocation outside the Atlanta, Georgia, metropolitan area.

TERMINATION ALLOWANCE. (a) In the event Executive's employment with Cingular is terminated under circumstances described below in this Section 3(b) below3, Company shall pay to Executive (or, in the event of Executive's death, to his estate) a termination allowance. The termination allowance shall be an amount equal to the sum of (i) two hundred percent (200%) of Executive's Base Salary in effect on the date of Executive's termination of employment, plus (ii) two hundred percent (200%) of the standard award amount applicable to Executive under his employer's short term bonus plan the BellSouth Short Term Incentive Award Plan ("STIAP") for the year in which his date of termination occurs, less all applicable withholdings, payable in a single lump sum payment. Payment of the termination allowance shall be made as soon as practicable following Executive's termination of employment under circumstances entitling him to such payment, and satisfaction of all conditions described in this Agreement on Executive's entitlement to such payment. For purposes of this Agreement, "Base Salary" shall refer to the gross annual base salary payable to Executive including (Ai) the amounts of any before-tax contributions made by Executive from such salary to the BellSouth Retirement Savings Plan, or any other tax-qualified cash or deferred arrangement sponsored by his employerCompany, and (Bii) the amount of any other deferrals of such salary under any nonqualified deferred compensation plan(s) maintained by his employer. (b) Company. Executive's employment shall be deemed to have been terminated under circumstances described in this Section 3(b) 3 only ifif all of the following conditions are satisfied: (A) Executive's employment is terminated either (1) by Cingular Company, other than for Cause, or (2) by Executive for Good Reason; and (B) Executive shall within thirty (30executes a release satisfying the terms of Section 6(b) days following such termination of employment have notified Company of his desire to return to Company, and within thirty (30) days following such notification Company shall have failed to offer to Executive employment with Company or a subsidiary or affiliate of Company in a "comparable" position (as defined below)this Agreement; and and (C) Executive executes a supplemental release, substantially in an agreement regarding competition with Company and Affiliated Companies satisfying the form terms of the release agreement attached to Section 9(b) of this Agreement as Exhibit "A" (the "Release Agreement"), which is incorporated herein by this reference;; and (iiD) Executive's employment Executive is terminated not transferred to or reemployed by reason of Executive's Disability, and Executive executes a Release Agreement; or (iii) Executive's employment is terminated by reason of Executive's death. For purposes of clause (i) above, a "comparable" position shall mean a position (1) providing Base Salary and a standard or target short term bonus no less than those provided to Executive immediately prior to his termination of employment with Cingular (and disregarding any previous diminution in such amounts which did or would have constituted Good Reason under this Agreement); (2) reporting to an Affiliated Company's Chief Executive Officer; (3) providing types and amounts of other compensation and benefits comparable to those provided to other similarly situated Company officers; and (4) not requiring relocation outside the Atlanta, Georgia, metropolitan area.