Common use of Termination not in Connection with a Change of Control Clause in Contracts

Termination not in Connection with a Change of Control. In the event (a) that the Company terminates Executive's employment without Just Cause (excluding termination due to death or permanent disability (as defined in Section 22(e) of the Internal Revenue Code of 1986, as amended)), or (b) of a Constructive Discharge (any termination described in clause (a) or (b) being referred to as a "Severance"), unless such Severance occurs within one (1) year prior to or following a Change of Control (in which event Section 3.2 below shall govern), then Executive shall be entitled to the following (collectively, the "Severance Benefits"): (i) a cash amount equal to six (6) months of salary at the rate of salary in effect immediately prior to the Severance (or, in the case of a Constructive Discharge pursuant to clause (i) of the definition thereof, immediately prior to the reduction in base salary described therein); (ii) a cash amount equal to the arithmetic average of Executive's incentive compensation earned with respect to the three fiscal years immediately preceding Executive's Severance (or such shorter period that Executive was employed by the Company prior to Severance and annualized for partial years); PROVIDED, HOWEVER, that such amount shall not be less than one-half (1/2) of Executive's annual incentive compensation target with respect to the fiscal year in which Severance occurs; (iii) Executive's car allowance and continued participation in all Company-provided employee benefit plans, including, without limitation, the Company's health insurance plan and 401(k) plan, for the same number of months as specified in clause (i) of this Section 3.1 (the foregoing participation to be in addition to Executive's right to elect continuation health coverage under the "COBRA" provisions of the Internal Revenue code of 1986, as amended; and (iv) immediately prior to the time of Severance, Executive's stock options granted under the 1991 Stock Option Plan shall become immediately exercisable as to all of the shares covered thereby and Executive shall be permitted a period of three (3) months (or such longer period as Executive may have under the governing stock option agreement) in which to exercise such options (the Company agreeing to take such steps, promptly following the execution of this Agreement, as may be necessary to effectuate the intent of this clause

Termination not in Connection with a Change of Control. In the event (a) that the Company terminates Executive's employment without Just Cause (excluding termination due to death or permanent disability (as defined in Section 22(e) of the Internal Revenue Code of 1986, as amended)), or (b) of a Constructive Discharge (any termination described in clause (a) or (b) being referred to as a "Severance"), unless such Severance occurs within one (1) year prior to or following a Change of Control (in which event Section 3.2 below shall govern), then Executive shall be entitled to the following (collectively, the "Severance Benefits"): (i) a cash amount equal to six fifteen (615) months of salary at the rate of salary in effect immediately prior to the Severance (or, in the case of a Constructive Discharge pursuant to clause (i) of the definition thereof, immediately prior to the reduction in base salary described therein); (ii) a cash amount equal to the arithmetic average of Executive's incentive compensation earned with respect to the three fiscal years immediately preceding Executive's Severance (or such shorter period that Executive was employed by the Company prior to Severance and annualized for partial years); PROVIDED, HOWEVER, that such amount shall not be less than one-half (1/2a) of Executive's annual incentive compensation target under the Company's annual cash bonus program with respect to the fiscal year in which Severance occurs, multiplied by (b) a fraction the numerator of which is the number of months specified in clause 3.1(i) above (including any greater amount provided pursuant to Section 3.2 below) and the denominator of which is twelve (12); (iii) Executive's car allowance and continued participation in all Company-provided employee benefit plans, including, without limitation, the Company's health insurance plan and 401(k) plan, for the same number of months as specified in clause (i) of this Section 3.1 (including any greater amount provided pursuant to Section 3.2 below) (the foregoing participation to be in addition to Executive's right to elect continuation health coverage under the "COBRA" provisions of the Internal Revenue code of 1986, as amended); and (iv) immediately prior to the time of Severance, Executive's stock options granted under the 1991 Stock Option Plan shall become immediately exercisable as to all of the shares covered thereby and Executive shall be permitted a period of three (3) months (or such longer period as Executive may have under the governing stock option agreement) in which to exercise such options (the Company agreeing to take such steps, promptly following the execution of this Agreement, as may be necessary to effectuate the intent of this clauseclause (iv), including by executing an amendment to the stock option agreement or agreements governing Executive's currently outstanding stock options).

Termination not in Connection with a Change of Control. In the event (a) that the Company terminates Executive's employment without Just Cause (excluding termination due to death or permanent disability (as defined in Section 22(e) of the Internal Revenue Code of 1986, as amended)), or (b) of a Constructive Discharge (any termination described in clause (a) or (b) being referred to as a "Severance"), unless such Severance occurs within one (1) year prior to or following a Change of Control (in which event Section 3.2 below shall govern), then Executive shall be entitled to the following (collectively, the "Severance Benefits"): (i) a cash amount equal to six twelve (612) months of salary at the rate of salary in effect immediately prior to the Severance (or, in the case of a Constructive Discharge pursuant to clause (i) of the definition thereof, immediately prior to the reduction in base salary described therein); (ii) a cash amount equal to the arithmetic average of Executive's incentive compensation earned with respect to the three fiscal years immediately preceding Executive's Severance (or such shorter period that Executive was employed by the Company prior to Severance and annualized for partial years); PROVIDED, HOWEVER, that such amount shall not be less than one-half (1/2a) of Executive's annual incentive compensation target under the Company's annual cash bonus program with respect to the fiscal year in which Severance occurs, multiplied by (b) a fraction the numerator of which is the number of month specified in clause 3.1(i) above (including any greater amount provided pursuant to Section 3.2 below) and the denominator of which is twelve (12); (iii) Executive's car allowance and continued participation in all Company-provided employee benefit plans, including, without limitation, the Company's health insurance plan and 401(k) plan, for the same number of months as specified in clause (i) of this Section 3.1 (including any greater amount provided pursuant to Section 3.2 below) (the foregoing participation to be in addition to Executive's right to elect continuation health coverage under the "COBRA" provisions of the Internal Revenue code of 1986, as amended); and (iv) immediately prior to the time of Severance, Executive's stock options granted under the 1991 Stock Option Plan shall become immediately exercisable as to all of the shares covered thereby and Executive shall be permitted a period of three (3) months (or such longer period as Executive may have under the governing stock option agreement) in which to exercise such options (the Company agreeing to take such steps, promptly following the execution of this Agreement, as may be necessary to effectuate the intent of this clauseclause (iv), including by executing an amendment to the stock option agreement or agreements governing Executive's currently outstanding stock options).

Termination not in Connection with a Change of Control. In the event (a) that the Company terminates Executive's employment without Just Cause (excluding termination due to death or permanent disability (as defined in Section 22(e) of the Internal Revenue Code of 1986, as amended)), or (b) of a Constructive Discharge (any termination described in clause (a) or (b) being referred to as a "Severance"), unless such Severance occurs within one (1) year prior to or following a Change of Control (in which event Section 3.2 below shall govern), then Executive shall be entitled to the following (collectively, the "Severance Benefits"): (i) a cash amount equal to six (6) months of salary at the rate of salary in effect immediately prior to the Severance (or, in the case of a Constructive Discharge pursuant to clause (i) of the definition thereof, immediately prior to the reduction in base salary described therein); (ii) a cash amount equal to the arithmetic average of Executive's incentive compensation earned with respect to the three fiscal years immediately preceding Executive's Severance (or such shorter period that Executive was employed by the Company prior to Severance and annualized for partial years); PROVIDED, HOWEVER, that such amount shall not be less than one-half (1/2) of Executive's annual incentive compensation target with respect to the fiscal year in which Severance occurs; (iii) Executive's car cars allowance and continued participation in all Company-provided employee benefit plans, including, without limitation, the Company's health insurance plan and 401(k) plan, for the same number of months as specified in clause (i) of this Section 3.1 (the foregoing participation to be in addition to Executive's right to elect continuation health coverage under the "COBRA" provisions of the Internal Revenue code of 1986, as amended; and (iv) immediately prior to the time of Severance, Executive's stock options granted under the 1991 Stock Option Plan shall become immediately exercisable as to all of the shares covered thereby and Executive shall be permitted a period of three (3) months (or such longer period as Executive may have under the governing stock option agreement) in which to exercise such options (the Company agreeing to take such steps, promptly following the execution of this Agreement, as may be necessary to effectuate the intent of this clauseclause (iv), including by executing an amendment to the stock option agreement or agreements governing Executive's currently outstanding stock options).