Common use of TERMINATION BY Clause in Contracts

TERMINATION BY. The Company Other Than For Cause Or Disability, Or By Employee For Good Reason. (1) The Company shall have the right to terminate Employee's employment other than for Cause at any time, and Employee shall have the right to quit or resign for Good Reason at any time. (2) If (a) the Company or its successors terminate Employee's employment with the Company other than (i) for Cause or (ii) pursuant to a notice of termination delivered in accordance with Section 1 of this Employment Agreement or (b) Employee resigns for Good Reason, then (v) the Company shall pay to Employee within thirty (30) days after the termination or resignation an amount equal to twenty-four months of Employee's base salary as in effect immediately before Employee's termination of employment or resignation, (w) the Company shall pay to Employee within thirty (30) days after the termination or resignation an amount equal to twenty-four months of the maximum contribution the Company may make for Employee under the Company's 401(k) profit sharing plan as in effect immediately before Employee's termination of employment or resignation, (x) any outstanding stock option(s) granted by the Company to Employee shall become fully vested and shall remain exercisable for twelve (12) months following Employee's termination pursuant to this Section 4(a)(2), or the tenth anniversary of the date(s) of the grant(s) specified in the relevant option agreement(s), whichever is the shorter period, (y) the restriction period on restricted shares of stock granted by the Company to Employee will continue and will lapse as if Employee had continued in the employ of the Company and a certificate(s) representing such shares will be delivered to Employee within thirty (30) days after the end of the applicable restriction period, and (z) Employee shall be reimbursed for up to $20,000 of outplacement services with an outplacement service approved by the Company. (3) If the termination or resignation described in Section 4(a)(2) occurs within 730 days after or 240 days before a Change of Control, then (s) the Company shall pay to Employee, within thirty (30) days after the termination of employment or resignation an amount equal to twenty-four months of Employee's base salary as in effect immediately before Employee's termination of employment or resignation, (t) the Company shall pay to Employee, within thirty (30) days after the later to occur of the termination, resignation or Change of Control, the Bonus Amount, (u) the Company shall pay to Employee within thirty (30) days after the termination or resignation an amount equal to twenty-four months of the maximum contribution the Company may make for Employee under the Company's 401(k) profit sharing plan as in effect immediately before Employee's termination of employment or resignation, (v) any outstanding stock option(s) granted by the Company to Employee shall become fully vested and shall remain exercisable for twelve (12) months following Employee's termination or resignation, or the tenth anniversary of the date(s) of the grant(s) specified in the relevant option agreement(s), whichever is the shorter period, (w) the restriction period on restricted shares of stock granted by the Company to Employee will continue and will lapse as if Employee had continued in the employ of the Company and a certificate(s) representing such shares will be delivered to Employee within thirty (30) days after the end of the applicable restriction period, (x) Employee shall be reimbursed for up to $20,000 of outplacement services with an outplacement service approved by the Company, (y) for a period of twenty-four months following the later to occur of the termination, resignation or Change of Control, the Company shall continue to provide Employee and Employee's dependents with the same level of life, disability, accident, dental and health insurance benefits Employee and Employee's dependents were receiving immediately before Employee's termination or resignation, and (z) the Company will pay Employee, within thirty (30) days after the later to occur of the termination, resignation or Change of Control, an additional amount such that the net amount retained by Employee pursuant to the benefits described in this Section 4(a)(3) after any excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended from time to time, shall be equal to the amount that Employee would have received pursuant to those benefits before payment of any such excise tax. (4) If the Company or its successors terminate Employee's employment with the Company pursuant to a notice of termination delivered in accordance with Section 1 of this Employment Agreement within 730 days after or 240 days before a Change of Control, then (s) the Company shall pay to Employee, within thirty (30) days after the later to occur of the termination or Change of Control an amount equal to twenty-four months of Employee's base salary as in effect immediately before Employee's termination of employment, (t) the Company shall pay to Employee, within thirty (30) days after the later to occur of the termination or Change of Control, the Bonus Amount, (u) the Company shall pay to Employee within thirty (30) days after the later to occur of the termination or Change of Control, an amount equal to twenty-four months of the maximum contribution the Company may make for Employee under the Company's 401(k) profit sharing plan as in effect immediately before Employee's termination of employment, (v) any outstanding stock option(s) granted by the Company to Employee shall become fully vested and shall remain exercisable for twelve (12) months following the later to occur of Employee's termination or Change of Control, or the tenth anniversary of the date(s) of the grant(s) specified in the relevant option agreement(s), whichever is the shorter period, (w) the restriction period on restricted shares of stock granted by the Company to Employee will continue and will lapse as if Employee had continued in the employ of the Company and a certificate(s) representing such shares will be delivered to Employee within thirty (30) days after the end of the applicable restriction period, (x) Employee shall be reimbursed for up to $20,000 of outplacement services with an outplacement service approved by the Company, (y) for a period of twenty-four months following the later to occur of Employee's termination or Change of Control, the Company shall continue to provide Employee and Employee's dependents with the same level of life, disability, accident, dental and health insurance benefits Employee and Employee's dependents were receiving immediately before Employee's termination, and (z) the Company shall pay to Employee, within thirty (30) days after the later to occur of the termination or Change of Control, an additional amount such that the net amount retained by Employee pursuant to the benefits described in this Section 4(a)(4) after any excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended from time to time, shall be equal to the amount that Employee would have received pursuant to such benefits before payment of any such excise tax.

TERMINATION BY. The Company Other Than For Cause Or Disability, Or By Employee For Good Reason. (1) The Company shall have the right to terminate Employee's employment other than for Cause at any time, and Employee shall have the right to quit or resign for Good Reason at any time. (2) If (a) the Company or its successors terminate Employee's employment with the Company other than (i) for Cause or (ii) pursuant to a notice of termination delivered in accordance with Section 1 of this Employment Agreement or (b) Employee resigns for Good Reason, then (vx) the Company shall pay to Employee within thirty (30) days after the termination or resignation an amount equal to twentythirty-four six months of Employee's base salary as in effect immediately before Employee's termination of employment or resignation, resignation and (w) the Company shall pay to Employee within thirty (30) days after the termination or resignation an amount equal to twenty-four months of the maximum contribution the Company may make for Employee under the Company's 401(k) profit sharing plan as in effect immediately before Employee's termination of employment or resignation, (xy) any outstanding stock option(s) granted by the Company to Employee shall become fully vested and shall remain exercisable for twelve (12) months following Employee's termination pursuant to this Section section 4(a)(2), or the tenth anniversary of the date(s) of the grant(s) specified in the relevant option agreement(s), whichever is the shorter period, (y) the restriction period on restricted shares of stock granted by the Company to Employee will continue and will lapse as if Employee had continued in the employ of the Company and a certificate(s) representing such shares will be delivered to Employee within thirty (30) days after the end of the applicable restriction period, and (z) Employee shall be reimbursed for up to $20,000 of outplacement services with an outplacement service approved by the Company. (3) If the termination or resignation described in Section 4(a)(2) occurs within 730 days after or 240 days before a Change of Control, then (s) then, in addition to the Company shall pay benefits accruing to Employee, within thirty (30) days after the termination of employment or resignation an amount equal to twenty-four months of Employee's base salary as in effect immediately before Employee's termination of employment or resignation, (t) the Company shall pay to Employee, within thirty (30) days after the later to occur of the termination, resignation or Change of ControlEmployee under Section 4(a)(2), the Bonus Amount, (u) the Company shall pay to Employee within thirty (30) days after the termination or resignation an amount equal to twenty-four months of the maximum contribution the Company may make for Employee under the Company's 401(k) profit sharing plan as in effect immediately before Employee's termination of employment or resignation, (v) any outstanding stock option(s) granted by the Company to Employee shall become fully vested and shall remain exercisable for twelve (12) months following Employee's termination or resignation, or the tenth anniversary of the date(s) of the grant(s) specified in the relevant option agreement(s), whichever is the shorter period, (w) the restriction period on restricted shares of stock granted by the Company to Employee will continue and will lapse as if Employee had continued in the employ of the Company and a certificate(s) representing such shares will be delivered to Employee within thirty (30) days after the end of the applicable restriction period, (x) Employee shall be reimbursed for up to $20,000 of outplacement services with an outplacement service approved by the Company, (y) for a period of twenty-four months following the later to occur of the termination, resignation or Change of Control, the Company shall continue to provide Employee and Employee's dependents with the same level of life, disability, accident, dental and health insurance benefits Employee and Employee's dependents were receiving immediately before Employee's termination or resignation, and (z) the Company company will pay Employee, within thirty (30) days after the later to occur of the termination, resignation termination or Change of Controlresignation, an additional amount such that the net amount retained by Employee employee pursuant to the those benefits described in this Section 4(a)(3) after any federal, state, local and other taxes (including without limitation any excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended from time to time, ) shall be equal to the amount that Employee would have received pursuant to those benefits before payment of any such excise taxtaxes. (4) If the Company or its successors terminate Employee's employment with the Company pursuant to a notice of termination delivered in accordance with Section 1 of this Employment Agreement within 730 days after or 240 days before a Change of Control, then (sx) the Company shall pay to Employee, within thirty (30) days after the later to occur of the termination or Change of Control termination, an amount equal to twentythirty-four six months of Employee's base salary as in effect immediately before Employee's termination of employment, (t) the Company shall pay to Employee, within thirty (30) days after the later to occur of the termination or Change of Control, the Bonus Amount, (u) the Company shall pay to Employee within thirty (30) days after the later to occur of the termination or Change of Control, an amount equal to twenty-four months of the maximum contribution the Company may make for Employee under the Company's 401(k) profit sharing plan as in effect immediately before Employee's termination of employment, (vy) any outstanding stock option(s) granted by the Company to Employee shall become fully vested and shall remain exercisable for twelve (12) months following the later to occur of Employee's termination or Change of Controlpursuant to this section 4(a)(4), or the tenth anniversary of the date(s) of the grant(s) specified in the relevant option agreement(s), whichever is the shorter period, (w) the restriction period on restricted shares of stock granted by the Company to Employee will continue and will lapse as if Employee had continued in the employ of the Company and a certificate(s) representing such shares will be delivered to Employee within thirty (30) days after the end of the applicable restriction period, (x) Employee shall be reimbursed for up to $20,000 of outplacement services with an outplacement service approved by the Company, (y) for a period of twenty-four months following the later to occur of Employee's termination or Change of Control, the Company shall continue to provide Employee and Employee's dependents with the same level of life, disability, accident, dental and health insurance benefits Employee and Employee's dependents were receiving immediately before Employee's termination, and (z) the Company shall pay to Employee, within thirty (30) days after the later to occur of the termination or Change of Controltermination, an additional amount such that the net amount retained by Employee pursuant to the benefits described in clauses (x) and (y) of this Section section 4(a)(4) after any federal, state, local and other taxes (including without limitation any excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended from time to time, ) shall be equal to the amount that Employee would have received pursuant to such benefits before payment of any such excise taxtaxes.

TERMINATION BY. The Company Other Than For Cause Or Disability, Or By Employee For Good Reason. (1) The Company shall have the right to terminate Employee's employment other than for Cause at any time, and Employee shall have the right to quit or resign for Good Reason at any time. (2) If (a) the Company or its successors terminate Employee's employment with the Company other than (i) for Cause or (ii) pursuant to a notice of termination delivered in accordance with Section 1 of this Employment Agreement or (b) Employee resigns for Good Reason, then (vx) the Company shall pay to Employee within thirty (30) days after the termination or resignation an amount equal to twentythirty-four six months of Employee's base salary as in effect immediately before Employee's termination of employment or resignation, resignation and (w) the Company shall pay to Employee within thirty (30) days after the termination or resignation an amount equal to twenty-four months of the maximum contribution the Company may make for Employee under the Company's 401(k) profit sharing plan as in effect immediately before Employee's termination of employment or resignation, (xy) any outstanding stock option(s) granted by the Company to Employee shall become fully vested and shall remain exercisable for twelve (12) months following Employee's termination pursuant to this Section section 4(a)(2), or the tenth anniversary of the date(s) of the grant(s) specified in the relevant option agreement(s), whichever is the shorter period, (y) the restriction period on restricted shares of stock granted by the Company to Employee will continue and will lapse as if Employee had continued in the employ of the Company and a certificate(s) representing such shares will be delivered to Employee within thirty (30) days after the end of the applicable restriction period, and (z) Employee shall be reimbursed for up to $20,000 of outplacement services with an outplacement service approved by the Company. (3) If the termination or resignation described in Section 4(a)(2) occurs within 730 days after or 240 days before a Change of Control, then then, in addition to the benefits accruing to Employee under Section 4(a)(2), (sx) the Company shall pay to Employee, within thirty (30) days after the termination of employment or resignation an amount equal to twenty-four months of Employee's base salary as in effect immediately before Employee's termination of employment or resignation, (t) the Company shall pay to Employee, within thirty (30) days after the later to occur of the termination, resignation or Change of Control, the Bonus Amount, (u) the Company shall pay to Employee within thirty (30) days after the termination or resignation an amount equal to twenty-four months of the maximum contribution the Company may make for Employee under the Company's 401(k) profit sharing plan as in effect immediately before Employee's termination of employment or resignation, (v) any outstanding stock option(s) granted by the Company to Employee shall become fully vested and shall remain exercisable for twelve (12) months following Employee's termination or resignation, or the tenth anniversary of the date(s) of the grant(s) specified in the relevant option agreement(s), whichever is the shorter period, (w) the restriction period on restricted shares of stock granted by the Company to Employee will continue and will lapse as if Employee had continued in the employ of the Company and a certificate(s) representing such shares will be delivered to Employee within thirty (30) days after the end of the applicable restriction period, (x) Employee shall be reimbursed for up to $20,000 of outplacement services with an outplacement service approved by the Company, (y) for a period of twentythirty-four six months following the later to occur of the termination, termination or resignation or Change of Control, the Company shall continue to provide Employee and Employee's dependents with the same level of life, disability, accident, dental and health insurance benefits Employee and Employee's dependents were receiving immediately before Employee's termination or resignation, and (z) the Company company will pay Employee, within thirty (30) days after the later to occur of the termination, resignation termination or Change of Controlresignation, an additional amount such that the net amount retained by Employee pursuant to the benefits described in Section 4(a)(2) and clause (x) of this Section 4(a)(3) after any federal, state, local and other taxes (including without limitation any excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended from time to time, ) shall be equal to the amount that Employee would have received pursuant to those benefits before payment of any such excise taxtaxes. (4) If the Company or its successors terminate Employee's employment with the Company pursuant to a notice of termination delivered in accordance with Section 1 of this Employment Agreement within 730 days after or 240 days before a Change of Control, then (sw) the Company shall pay to Employee, within thirty (30) days after the later to occur of the termination or Change of Control termination, an amount equal to twentythirty-four six months of Employee's base salary as in effect immediately before Employee's termination of employment, (t) the Company shall pay to Employee, within thirty (30) days after the later to occur of the termination or Change of Control, employment and the Bonus Amount, (u) the Company shall pay to Employee within thirty (30) days after the later to occur of the termination or Change of Control, an amount equal to twenty-four months of the maximum contribution the Company may make for Employee under the Company's 401(k) profit sharing plan as in effect immediately before Employee's termination of employment, (vx) any outstanding stock option(s) granted by the Company to Employee shall become fully vested and shall remain exercisable for twelve (12) months following the later to occur of Employee's termination or Change of Controlpursuant to this section 4(a)(4), or the tenth anniversary of the date(s) of the grant(s) specified in the relevant option agreement(s), whichever is the shorter period, (w) the restriction period on restricted shares of stock granted by the Company to Employee will continue and will lapse as if Employee had continued in the employ of the Company and a certificate(s) representing such shares will be delivered to Employee within thirty (30) days after the end of the applicable restriction period, (x) Employee shall be reimbursed for up to $20,000 of outplacement services with an outplacement service approved by the Company, (y) for a period of twentythirty-four six months following the later to occur of Employee's termination or Change of Control, the Company shall continue to provide Employee and Employee's dependents with the same level of life, disability, accident, dental and health insurance benefits Employee and Employee's dependents were receiving immediately before Employee's terminationtermination of employment, and (z) the Company shall pay to Employee, within thirty (30) days after the later to occur of the termination or Change of Controltermination, an additional amount such that the net amount retained by Employee pursuant to the benefits described in clauses (w) and (x) of this Section section 4(a)(4) after any federal, state, local and other taxes (including without limitation any excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended from time to time, ) shall be equal to the amount that Employee would have received pursuant to such benefits before payment of any such excise taxtaxes.

TERMINATION BY. The Company Other Than For Cause Or Disability, Or By Employee For Good Reason. (1) The Company shall have the right to terminate EmployeeLIN TV WITHOUT CAUSE OR BY EXECUTIVE WITH GOOD REASON PRIOR TO A CHANGE IN CONTROL If LIN TV terminates Executive's employment other than for without Cause at any timeprior to the end of the term of this Agreement, and Employee shall have the right to quit or resign for if Executive terminates employment with Good Reason at any time. (2) If and such termination is prior in time to a Change in Control, Executive shall be entitled to receive (a) the Company or its successors terminate Employee's employment with the Company other than termination payments equal to (i) for Cause or (ii) pursuant to a notice of termination delivered in accordance with Section 1 of this Employment Agreement or (b) Employee resigns for Good Reason, then (v) the Company shall pay to Employee within thirty (30) days after the termination or resignation an amount equal to twenty-four months of EmployeeExecutive's base annual salary as in effect immediately before Employee's on the date of termination of employment or resignation, (w"Salary") the Company shall pay to Employee within thirty (30) days after the termination or resignation an amount equal to twenty-four months of the maximum contribution the Company may make for Employee under the Company's 401(k) profit sharing plan as in effect immediately before Employee's termination of employment or resignation, (x) any outstanding stock option(s) granted multiplied by the Company to Employee shall become fully vested and shall remain exercisable for twelve (12) months following Employee's termination pursuant to this Section 4(a)(2), or the tenth anniversary of the date(s) of the grant(s) specified in the relevant option agreement(s), whichever is the shorter period, (y) the restriction period on restricted shares of stock granted by the Company to Employee will continue and will lapse as if Employee had continued in the employ of the Company and a certificate(s) representing such shares will be delivered to Employee within thirty (30) days after the end of the applicable restriction periodtwo, and (zii) Employee shall be reimbursed an additional sum of three hundred thousand dollars ($300,000) in lieu of bonus, (b) any unpaid Salary that has accrued for up to $20,000 services already performed as of outplacement services with an outplacement service approved by the Company. (3) If the termination or resignation described in Section 4(a)(2) occurs within 730 days after or 240 days before a Change of Control, then (s) the Company shall pay to Employee, within thirty (30) days after the date termination of Executive's employment or resignation an amount equal to twenty-four months of Employee's base salary as in effect immediately before Employee's termination of employment or resignationbecomes effective, and (t) the Company shall pay to Employee, within thirty (30) days after the later to occur of the termination, resignation or Change of Control, the Bonus Amount, (u) the Company shall pay to Employee within thirty (30) days after the termination or resignation an amount equal to twenty-four months of the maximum contribution the Company may make for Employee under the Company's 401(k) profit sharing plan as in effect immediately before Employee's termination of employment or resignation, (v) any outstanding stock option(s) granted by the Company to Employee shall become fully vested and shall remain exercisable for twelve (12) months following Employee's termination or resignation, or the tenth anniversary of the date(s) of the grant(s) specified in the relevant option agreement(s), whichever is the shorter period, (w) the restriction period on restricted shares of stock granted by the Company to Employee will continue and will lapse as if Employee had continued in the employ of the Company and a certificate(s) representing such shares will be delivered to Employee within thirty (30) days after the end of the applicable restriction period, (x) Employee shall be reimbursed for up to $20,000 of outplacement services with an outplacement service approved by the Company, (yc) for a period of twenty-four 24 months following the later Date of Termination, the package of fringe benefits, including health, life, and disability, substantially similar to occur those which the Executive was receiving immediately prior to the Date of Termination, subject to Executive's continuing payment of that proportion of the termination, resignation or Change of Controlpremiums paid by Executive immediately prior to the Termination (collectively, the Company "Termination Payments"); provided, however, that if Executive shall continue Compete (as defined below) with LIN TV within one year of the Termination of Executive's employment pursuant to provide Employee and Employee's dependents with the same level of life, disability, accident, dental and health insurance benefits Employee and Employee's dependents were receiving immediately before EmployeeExecutive's termination by LIN TV without Cause or resignationtermination by Executive with Good Reason, and (z) the Company will pay Employee, within thirty (30) days after the later in either case prior to occur of the termination, resignation or Change of Control, an additional amount such that the net amount retained by Employee pursuant to the benefits described in this Section 4(a)(3) after any excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended from time to time, shall be equal to the amount that Employee would have received pursuant to those benefits before payment of any such excise tax. (4) If the Company or its successors terminate Employee's employment with the Company pursuant to a notice of termination delivered in accordance with Section 1 of this Employment Agreement within 730 days after or 240 days before a Change of Control, then (s) the Company shall pay to Employee, within thirty (30) days after the later to occur of the termination or Change of Control an amount equal to twenty-four months of Employee's base salary as in effect immediately before Employee's termination of employment, (t) the Company shall pay to Employee, within thirty (30) days after the later to occur of the termination or Change of Control, the Bonus Amount, (u) the Company shall pay to Employee within thirty (30) days after the later to occur of the termination or Change of Control, an amount equal to twenty-four months of the maximum contribution the Company may make for Employee under the Company's 401(k) profit sharing plan as in effect immediately before Employee's termination of employment, (v) any outstanding stock option(s) granted by the Company to Employee shall become fully vested and shall remain exercisable for twelve (12) months following the later to occur of Employee's termination or Change of Control, or the tenth anniversary of the date(s) of the grant(s) specified in the relevant option agreement(s), whichever is the shorter period, (w) the restriction period on restricted shares of stock granted by the Company to Employee will continue and will lapse as if Employee had continued in the employ of the Company and a certificate(s) representing such shares will be delivered to Employee within thirty (30) days after the end of the applicable restriction periodterm of this Agreement, (x) Employee Executive shall be reimbursed for up entitled to receive termination payments equal to (a) one (1) year's Salary and an additional sum of one hundred fifty thousand dollars ($20,000 150,000) in lieu of outplacement services with an outplacement service approved by the Company, (y) for a period of twenty-four months following the later to occur of Employee's termination or Change of Control, the Company shall continue to provide Employee and Employee's dependents with the same level of life, disability, accident, dental and health insurance benefits Employee and Employee's dependents were receiving immediately before Employee's terminationbonus, and (zb) any unpaid Salary that has accrued for services already performed as of the Company date termination of Executive's employment becomes effective (collectively, the "Minimum Termination Payments"); and provided further, however, that if Executive shall pay Compete with LIN TV at any time following termination by Executive with Good Reason, Executive shall not be entitled to Employee, within thirty (30) days any further benefits under this subparagraph 8.1 from and after the later point in time that Executive begins to occur of the termination or Change of Control, an additional amount such that the net amount retained by Employee pursuant to the benefits described in this Section 4(a)(4) after any excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended from time to time, shall be equal to the amount that Employee would have received pursuant to such benefits before payment of any such excise taxCompete with LIN TV.