Common use of Termination for Death, Disability or Retirement Clause in Contracts

Termination for Death, Disability or Retirement. Xxxxxxxxx'x employment shall terminate upon his death, Disability or Retirement during the Employment Period. In the event of such termination: (i) the Company shall make a lump sum cash payment to Xxxxxxxxx (or, in the event that termination results from the death of Xxxxxxxxx, to his estate) within 30 days after the Date of Termination in an amount equal to the sum of: (A) Xxxxxxxxx'x pro rata Annual Base Salary payable through the Date of Termination to the extent not already paid; (B) the targeted amount of Xxxxxxxxx'x annual bonus, long-term incentive awards and Partnership Plan Units that would have been awarded with respect to the fiscal year in which the Date of Termination occurs, in each case absent the termination of Xxxxxxxxx'x employment, prorated for the portion of such fiscal year through the Date of Termination taking into account the number of complete months during such fiscal year through the Date of Termination; (C) Xxxxxxxxx'x actual earned annual bonus and long-term incentive awards and Partnership Plan Units for any completed fiscal year or period not theretofore paid; and (D) the account balance provided for under the Plans, including the Company's supplemental executive retirement plan, which shall be fully vested; and (1) all unvested options held by Xxxxxxxxx shall vest on the Date of Termination, (2) all unvested profit shares held by Xxxxxxxxx or for the benefit of Xxxxxxxxx by a grantor trust established by the Company shall vest on the Date of Termination and shall be promptly delivered to Xxxxxxxxx or his estate, (3) any other unvested equity based award (including, without limitation, restricted stock and stock units) held by Xxxxxxxxx shall vest on the Date of Termination and shall be delivered to Xxxxxxxxx or, in the event of termination due to death, his estate, entirely in the form of Common Stock, $.10 par value per share ("Common Stock") of the Company immediately to his estate in the event of termination due to death, or, in the event of termination due to Retirement or Disability upon the later of May 1, 2002, or the expiration of the period that Xxxxxxxxx'x activities are restricted under Section 10(c), subject to his compliance with the terms of this Agreement through such date, (4) any options held by Xxxxxxxxx may be exercised until the expiration date of such options and (5) Xxxxxxxxx shall not be entitled to any additional grants of any stock options, restricted stock, or other equity based or long-term awards; and (iii) Xxxxxxxxx (and his spouse and dependent children) will be entitled to continuation of health benefits under the Plans at a level commensurate with Xxxxxxxxx'x current position and if Xxxxxxxxx (or his spouse and dependent children upon his death) elects to receive such health benefits, Xxxxxxxxx shall pay the premium charged to former employees of the Company pursuant to Section 4980B of the Code; provided, that the Company can amend or otherwise alter the Plans to provide benefits to Xxxxxxxxx that are no less than those commensurate with Xxxxxxxxx'x current position; provided, that to the extent such benefits cannot be provided to Xxxxxxxxx under the terms of the Plans or the Plans cannot be so amended in any manner not adverse to the Company, the Company shall pay Xxxxxxxxx, on an after-tax basis, an amount necessary for Xxxxxxxxx to acquire such benefits from an independent insurance carrier; and provided further, that the obligations of the Company under this clause (iii) shall be terminated if, at any time after the Date of Termination, Xxxxxxxxx is employed by or is otherwise affiliated with a party that offers comparable health benefits to Xxxxxxxxx.

Termination for Death, Disability or Retirement. Xxxxxxxxx'x the Executive's employment shall terminate upon his death, Disability or Retirement during the Employment Period. In the event of such termination: (i) the Company shall make a lump sum cash payment to Xxxxxxxxx the Executive (or, in the event that termination results from the death of Xxxxxxxxxthe Executive, to his estate) within 30 days after the Date of Termination in an amount equal to the sum of: (A) Xxxxxxxxx'x the Executive's pro rata Annual Base Salary payable through the Date of Termination to the extent not already paid; (B) the targeted amount of Xxxxxxxxx'x the Executive's annual bonus, long-term incentive awards and Partnership Plan Units that would have been awarded with respect to the fiscal year in which the Date of Termination occurs, in each case absent the termination of Xxxxxxxxx'x the Executive's employment, prorated for the portion of such fiscal year through the Date of Termination taking into account the number of complete months during such fiscal year through the Date of Termination; (C) Xxxxxxxxx'x the Executive's actual earned annual bonus and long-term incentive awards and Partnership Plan Units for any completed fiscal year or period not theretofore paid; and (D) the account balance provided for under the Plans, including the Company's supplemental executive retirement plan, which shall be fully vested; and (1) all unvested options held by Xxxxxxxxx the Executive shall vest on the Date of Termination, (2) all unvested profit shares held by Xxxxxxxxx the Executive or for the benefit of Xxxxxxxxx the Executive by a grantor trust established by the Company shall vest on the Date of Termination and shall be promptly delivered to Xxxxxxxxx the Executive or his estate, , (3) any other unvested equity based award (including, without limitation, restricted stock and stock units) held by Xxxxxxxxx the Executive shall vest on the Date of Termination and shall be delivered to Xxxxxxxxx orthe Executive, or in the event of termination due to his death, his the Executive's estate, entirely in the form of Common Stock, $.10 par value per share ("Common Stock") of the Company immediately to his estate upon termination in the event of termination due to the Executive's death, or, in the event of termination due to Retirement or Disability upon the later of May 1, 2002, ; or the expiration of the period that Xxxxxxxxx'x the Executive's activities are restricted under Section 10(c), subject to his compliance with the terms of this Agreement through such date, (4) any options held by Xxxxxxxxx the Executive may be exercised until the expiration date of such options and (5) Xxxxxxxxx the Executive shall not be entitled to any additional grants of any stock options, restricted stock, or other equity based or long-term awards; and (iii) Xxxxxxxxx the Executive (and his spouse and dependent children) will be entitled to continuation of health benefits under the Plans at a level commensurate with Xxxxxxxxx'x the Executive's current position and if Xxxxxxxxx the Executive (or his spouse and dependent children upon his death) elects to receive such health benefits, Xxxxxxxxx the Executive shall pay the premium charged to former employees of the Company pursuant to Section 4980B of the Code; provided, that the Company can amend or otherwise alter the Plans to provide benefits to Xxxxxxxxx the Executive that are no less than those commensurate with Xxxxxxxxx'x the Executive's current position; provided, that to the extent such benefits cannot be provided to Xxxxxxxxx the Executive under the terms of the Plans or the Plans cannot be so amended in any manner not adverse to the Company, the Company shall pay Xxxxxxxxxthe Executive, on an after-tax basis, an amount necessary for Xxxxxxxxx the Executive to acquire such benefits from an independent insurance carrier; and provided further, that the obligations of the Company under this clause (iii) shall be terminated if, at any time after the Date of Termination, Xxxxxxxxx the Executive is employed by or is otherwise affiliated with a party that offers comparable health benefits to Xxxxxxxxxthe Executive.

Termination for Death, Disability or Retirement. Xxxxxxxxx'x The Executive's employment shall terminate upon his death, Disability or Retirement during the Employment Period. In the event of such termination: (i) the Company shall make a lump sum cash payment to Xxxxxxxxx the Executive (or, in the event that termination results from the death of Xxxxxxxxxthe Executive, to his estate) within 30 days after the Date of Termination in an amount equal to the sum of: (A) Xxxxxxxxx'x the Executive's pro rata Annual Base Salary payable through the Date of Termination to the extent not already paid; (B) the targeted amount of Xxxxxxxxx'x annual bonus, long-term incentive awards and Partnership Plan Units the Executive's Incentive Bonus that would have been awarded payable with respect to the fiscal year in which the Date of Termination occurs, in each case absent the termination of Xxxxxxxxx'x the Executive's employment, prorated for the portion of such fiscal year through the Date of Termination taking into account the number of complete months during such fiscal year through the Date of Termination; (C) Xxxxxxxxx'x the Executive's actual earned annual bonus and long-term incentive awards and Partnership Plan Units Incentive Bonus for any completed fiscal year or period not theretofore paid; and (D) the account balance balances provided for under the Plans subject to the terms and conditions of the Plans, including the Company's supplemental executive retirement plan, which shall be fully vested; and (1) all unvested options to acquire stock of the Company or of the Internet Subsidiary held by Xxxxxxxxx the Executive shall vest on the Date of Termination, (2) all unvested profit shares held by Xxxxxxxxx the Executive or for the benefit of Xxxxxxxxx the Executive by a grantor trust established by the Company shall vest on the Date of Termination and shall be promptly delivered to Xxxxxxxxx the Executive or his estate, , (3) any all other unvested equity equity-based award awards (including, without limitation, restricted stock and stock unitsunits together with all property attributable thereto) held by Xxxxxxxxx the Executive or for the benefit of the Executive by a grantor trust established by the Company shall vest on the Date of Termination and shall be promptly delivered to Xxxxxxxxx orthe Executive, or in the event of termination due to his death, his the Executive's estate, entirely in the form of Common Stock, $.10 par value per share ("Common Stock") of the Company immediately to his estate in the event of termination due to death, or, in the event of termination due to Retirement or Disability upon the later of May 1, 2002, or the expiration of the period that Xxxxxxxxx'x activities are restricted under Section 10(c), subject to his compliance with the terms of this Agreement through such dateCompany, (4) any all options to acquire stock of the Company or of the Internet Subsidiary (including, without limitation, options that vest pursuant to this clause (ii)) held by Xxxxxxxxx may be exercised until the Executive shall remain exercisable in whole or in part at all times, and from time to time, following the Date of Termination through the expiration date of such options options, and (5) Xxxxxxxxx the Executive shall not be entitled to any additional grants of any stock options, restricted stock, or other equity equity-based or long-term awardsawards following the Date of Termination; and (iii) Xxxxxxxxx the Executive (and his spouse and dependent children) will be entitled to continuation of health benefits under the Plans at a level commensurate with Xxxxxxxxx'x the Executive's current position and if Xxxxxxxxx the Executive (or his spouse and dependent children upon his death) elects to receive such health benefits, Xxxxxxxxx the Executive shall pay the premium charged to former employees of the Company pursuant to Section 4980B of the Code; provided, that the Executive and his spouse will only be entitled to receive such health benefits until attaining the age of sixty-five (65) and dependent children will only be entitled to receive such health benefits as long as such children qualify as dependent children for federal income tax purposes. The Company can amend or otherwise alter the Plans to provide health benefits to Xxxxxxxxx the Executive that are no less than those commensurate with Xxxxxxxxx'x the Executive's current position; provided, that to . To the extent such health benefits cannot be provided to Xxxxxxxxx the Executive under the terms of the Plans or the Plans cannot be so amended in any manner not adverse to the Company, the Company shall pay Xxxxxxxxxthe Executive, on an after-tax basis, an amount necessary for Xxxxxxxxx the Executive to acquire such benefits from an independent insurance carrier; and provided further, that the . The obligations of the Company under this clause (iii) shall be terminated if, at any time after the Date of Termination, Xxxxxxxxx the Executive is employed by or is otherwise affiliated with a party that offers comparable health benefits to Xxxxxxxxxthe Executive and his spouse and dependent children.

Termination for Death, Disability or Retirement. Xxxxxxxxx'x The Executive's employment shall terminate upon his death, Disability or Retirement during the Employment Period. In the event of such termination: (i) the Company shall make a lump sum cash payment to Xxxxxxxxx the Executive (or, in the event that termination results from the death of Xxxxxxxxxthe Executive, to his estate) within 30 thirty (30) days after the Date of Termination in an amount equal to the sum of: (A) Xxxxxxxxx'x pro rata Annual the Executive's Base Salary payable through the Date of Termination to the extent not already paid; (B) the targeted amount of Xxxxxxxxx'x annual bonus, long-term incentive awards and Partnership Plan Units that would have been awarded with respect to the fiscal year in which the Date of Termination occurs, in each case absent the termination of Xxxxxxxxx'x employment, prorated for the portion of such fiscal year through the Date of Termination taking into account the number of complete months during such fiscal year through the Date of Termination; (C) Xxxxxxxxx'x Executive's actual earned annual bonus and long-term incentive awards and Partnership Plan Units for any completed fiscal year or period not theretofore paid; (C) reimbursement for any expenses for which the Executive shall not have theretofore been reimbursed, as provided in Section 4; and (D) the account balance provided for under unpaid portion of any amounts earned by the PlansExecutive prior to the date of such termination pursuant to any benefit program in which the executive participated during the Employment Period, including without limitation any accrued vacation pay to the Company's supplemental executive retirement plan, extent not theretofore paid; (ii) the Executive shall retain options which shall be fully vested; and (1) all unvested options held by Xxxxxxxxx shall vest on the Date have been vested as of Termination, (2) all unvested profit shares held by Xxxxxxxxx or for the benefit of Xxxxxxxxx by a grantor trust established by the Company shall vest on the Date of Termination and shall be promptly delivered to Xxxxxxxxx or his estate, (3) any other unvested equity based award (including, without limitation, restricted stock and stock units) held by Xxxxxxxxx shall vest on the Date of Termination and shall be delivered to Xxxxxxxxx or, in the event of termination due to death, his estate, entirely in the form of Common Stock, $.10 par value per share ("Common Stock") of the Company immediately to his estate in the event of termination due to death, or, in the event of termination due to Retirement or Disability upon the later of May 1, 2002, or the expiration of the period that Xxxxxxxxx'x activities are restricted under Section 10(c), subject to his compliance with the terms of this Agreement through such date, (4) any forfeit options held by Xxxxxxxxx may be exercised until the expiration date of such options and (5) Xxxxxxxxx shall which have not be entitled to any additional grants of any stock options, restricted stock, or other equity based or long-term awardsbeen vested; and (iii) Xxxxxxxxx the Executive (and his spouse and dependent children) will be entitled to continuation of health health, life and disability benefits under the Plans at for a level commensurate with Xxxxxxxxx'x current position period of one year from the Date of Termination on terms and if Xxxxxxxxx (or his spouse and dependent children upon his death) elects to receive such health benefits, Xxxxxxxxx shall pay conditions no less favorable than those in effect on the premium charged to former employees Date of the Company pursuant to Section 4980B of the CodeTermination; provided, that the Company can amend or otherwise alter the Plans to provide benefits to Xxxxxxxxx that are no less than those commensurate with Xxxxxxxxx'x current position; provided, that to the extent such benefits cannot be provided to Xxxxxxxxx under the terms of the Plans or the Plans cannot be so amended in any manner not adverse to the Company, the Company shall pay Xxxxxxxxx, on an after-tax basis, an amount necessary for Xxxxxxxxx to acquire such benefits from an independent insurance carrier; and provided further, that the obligations of the Company under this clause (iii) shall be terminated if, at any time after the Date of Termination, Xxxxxxxxx the Executive is employed by or is otherwise affiliated with a party that offers comparable health health, life and disability benefits to Xxxxxxxxxthe Executive.