Common use of Termination of Employment Without Cause Clause in Contracts

Termination of Employment Without Cause. If the Company terminates the Executive’s employment without Cause, other than a termination constituting a Change in Control Termination or a termination due to his Disability, the Executive shall be entitled to the following: (a) a lump sum payment in an amount equal to one times the highest annual salary (excluding any bonuses) in effect with respect to the Executive during the six-month period immediately preceding the termination date, payable within forty-five (45) days after the termination date; and (b) continued participation in the Company’s medical, dental, vision and basic life insurance benefit plans (the “Benefit Plans”), subject to the terms and conditions of the respective plans and applicable law, for a period of one year following the termination date; provided that, to the extent that any of the Benefit Plans does not permit such continuation of the Executive’s participation following his termination or any such plan is terminated, the Company shall pay the Executive an amount which is sufficient for him to purchase equivalent benefits, such amount to be paid quarterly in advance; provided further, however, that to the extent the Executive becomes eligible to receive medical, dental, vision and/or basic life insurance benefits under a plan provided by another employer, the Executive’s entitlement to participate in the corresponding Benefit Plans or to receive such corresponding alternate payments shall cease as of the date the Executive is eligible to participate in such other plan, and the Executive shall promptly notify the Company of his eligibility under such plan.

Termination of Employment Without Cause. If the Company terminates the Executive’s employment without Cause, other than a termination constituting a Change in Control Termination or a termination due to his Disability, the Executive shall be entitled to the following: (a) payment of (i) his base salary, paid bi-weekly, for a lump sum payment in two-year period commencing on the termination date, such salary to be paid at a rate equal, on an amount equal annualized basis, to one times the highest annual salary (excluding any bonuses) in effect with respect to the Executive during the six-month period immediately preceding the termination date, payable and (ii) an aggregate amount equal to two times the average of the annual bonuses paid to the Executive with respect to the two fiscal years immediately preceding the fiscal year in which the termination occurs (valued as set forth in Section 3(c)), paid in equal bi-weekly installments for a two-year period commencing on the termination date, the first payment of which shall (x) be made within forty-five (45) days after following the termination datedate and (y) include all amounts then due under this clause (a) that have not yet been paid; and (b) continued participation in the Company’s medical, dental, vision and basic life insurance benefit plans (the “Benefit Plans”), subject to the terms and conditions of the respective plans and applicable law, for a period of one year two years following the termination date; provided that, to the extent that any of the Benefit Plans does not permit such continuation of the Executive’s participation following his termination or any such plan is terminated, the Company shall pay the Executive an amount which is sufficient for him to purchase equivalent benefits, such amount to be paid quarterly in advance; provided further, however, that to the extent the Executive becomes eligible to receive medical, dental, vision and/or basic life insurance benefits under a plan provided by another employer, the Executive’s entitlement to participate in the corresponding Benefit Plans or to receive such corresponding alternate payments shall cease as of the date the Executive is eligible to participate in such other plan, and the Executive shall promptly notify the Company of his eligibility under such plan. (c) For purposes of clause (ii) of Section 3(a), if the Executive’s bonus for either of the two preceding fiscal years was funded in the form of an equity award, the amount of the bonus for such year shall be a dollar amount equal to the percentage of the target bonus amount established by the Board or Compensation Committee for such fiscal year that was actually earned by the Executive.

Termination of Employment Without Cause. If the Company terminates the Executive’s employment without Cause, other than a termination constituting a Change in Control Termination or a termination due to his the Executive’s Disability, the Executive shall be entitled to the following: (a) a lump sum payment in an amount equal to one times the highest annual salary (excluding any bonuses) in effect with respect to the Executive during the six-month period immediately preceding the termination date, payable within forty-five (45) days after the termination date; (b) a lump sum payment in an amount equal to one times the target annual cash incentive award for which the Executive is eligible for the fiscal year in which the termination date occurs, payable within forty-five (45) days after the termination date; and (bc) continued participation in the Company’s medical, dental, vision and basic life insurance benefit plans (the “Benefit Plans”), subject to the terms and conditions of the respective plans and applicable law, for a period of one year following the termination date; provided that, to the extent that any of the Benefit Plans does not permit such continuation of the Executive’s participation following his the Executive’s termination or any such plan is terminated, the Company shall pay the Executive an amount which is sufficient for him the Executive to purchase equivalent benefits, such amount to be paid quarterly in advance; provided further, however, that to the extent the Executive becomes eligible to receive medical, dental, vision and/or basic life insurance benefits under a plan provided by another employer, the Executive’s entitlement to participate in the corresponding Benefit Plans or to receive such corresponding alternate payments shall cease as of the date the Executive is eligible to participate in such other plan, and the Executive shall promptly notify the Company of his the Executive’s eligibility under such plan.

Termination of Employment Without Cause. If the Company terminates the Executive’s employment without Cause, other than a termination constituting a Change in Control Termination or a termination due to his the Executive’s Disability, the Executive shall be entitled to the following: (a) a lump sum payment in an amount equal to one times the highest annual salary (excluding any bonuses) in effect with respect to the Executive during the six-month period immediately preceding the termination date, payable within forty-five (45) days after the termination date; (b) a lump sum payment in an amount equal to one times the target annual cash incentive award for which the Executive is eligible for the fiscal year in which the termination date occurs, payable within forty-five (45) days after the termination date; and (bc) continued participation in the Company’s medical, dental, vision and basic life insurance benefit plans (the “Benefit Plans”), subject to the terms and conditions of the respective plans and applicable law, for a period of one year following the termination date; provided that, to the extent that any of the Benefit Plans does not permit such continuation of the Executive’s participation following his the Executive’s termination or any such plan is terminated, the Company shall pay the Executive an amount which is sufficient for him the Executive to purchase equivalent benefits, such amount to be paid quarterly in advance; provided further, however, that to the extent the Executive becomes eligible to receive medical, dental, vision and/or basic life insurance benefits under a plan provided by another employer, the Executive’s entitlement to participate in the corresponding Benefit Plans or to receive such corresponding alternate payments shall cease as of the date the Executive is eligible to participate in such other plan, and the Executive shall promptly notify the Company of his the Executive’s eligibility under such plan.” 3. Replace Section 3(a) in its entirety with a new Section 3(a) to read as follows:

Termination of Employment Without Cause. If the Company terminates the Executive’s employment without Cause, other than a termination constituting a Change in Control Termination or a termination due to his death or Disability, the Executive shall be entitled to the following: (a) a An immediate lump sum payment in an amount equal to one times twelve (12) months base salary, such salary to be the highest annual base salary (excluding any bonuses) in effect with respect to the Executive during the six-month period immediately preceding the termination date, payable within forty-five (45) days after the termination date; andExecutive’s termination; (b) continued Continued participation in the Company’s medical, dental, vision health insurance program at the same share of cost between the Executive and basic life insurance benefit plans (the “Benefit Plans”)Company, subject to the terms and conditions of the respective plans such program and applicable law, for a period of one year twelve (12) months following the termination date; provided that, to the extent that any of the Benefit Plans health insurance program does not permit such continuation of the Executive’s participation following his termination or any such plan program is terminated, the Company shall pay the Executive an amount which is sufficient for him to purchase equivalent benefits, such amount to be paid quarterly in advance; provided further, however, that to the extent the Executive becomes eligible to receive medical, dental, vision and/or basic life insurance benefits under a plan provided by another employer, the Executive’s entitlement to participate in the corresponding Benefit Plans health insurance program or to receive such corresponding alternate payments shall cease as of the date the Executive is eligible to participate in such other plan, and the Executive shall promptly notify the Company of his eligibility under such plan. (c) In the event that the Company terminates the Executive’s employment without cause, other than due to death or disability, and in the event that the termination occurs within 18 months of the sale of one or more divisions of the Company which division or divisions represent at least 30% of the Company’s consolidated revenue for the most recently completed fiscal year, then Executive shall receive the same rights and benefits as if there had been a Change in Control. (d) The receipt of the benefits described for Executive in this Section 2 shall be contingent upon Executive’s entry into the Company’s form of General Release Agreement.

Termination of Employment Without Cause. If the Company terminates the Executive’s employment without Cause, other than a termination constituting a Change in Control Termination or a termination due to his the Executive’s Disability, the Executive shall be entitled to the following: (a) a lump sum payment in an amount equal to one times the highest annual base salary (excluding any bonuses) in effect with respect to the Executive during the six-month period immediately preceding the termination date, payable within forty-five (45) days after the termination date; (b) a lump sum payment in an amount equal to one times the Target Annual Incentive Bonus, if any, for which the Executive is eligible for the fiscal year in which the termination date occurs, payable within forty-five (45) days after the termination date; and (bc) continued participation in the Company’s medical, dental, vision and basic life insurance benefit plans (the “Benefit Plans”), subject to the terms and conditions of the respective plans and applicable law, for a period of one year following the termination date; provided that, to the extent that any of the Benefit Plans does not permit such continuation of the Executive’s participation following his the Executive’s termination or any such plan is terminated, the Company shall pay the Executive an amount which is sufficient for him the Executive to purchase equivalent benefits, such amount to be paid quarterly in advance; provided further, however, that to the extent the Executive becomes eligible to receive medical, dental, vision and/or basic life insurance benefits under a plan provided by another employer, the Executive’s entitlement to participate in the corresponding Benefit Plans or to receive such corresponding alternate payments shall cease as of the date the Executive is eligible to participate in such other plan, and the Executive shall promptly notify the Company of his the Executive’s eligibility under such plan.

Termination of Employment Without Cause. If the Company terminates the Executive’s employment without Cause, other than a termination constituting a Change in Control Termination or a termination due to his death or Disability, the Executive shall be entitled to the following: (a) a lump sum payment in an amount equal to one times the highest annual salary (excluding any bonuses) in effect with respect to the Executive during the six-month period immediately preceding the termination date, payable within forty-five thirty (4530) days after the termination date; and (b) continued participation in the Company’s medical, dental, vision and basic life insurance benefit plans (the “Benefit Plans”), subject to the terms and conditions of the respective plans and applicable law, for a period of one year following the termination date; provided that, to the extent that any of the Benefit Plans does do not permit such continuation of the Executive’s participation following his termination or any such plan is terminated, the Company shall pay the Executive an amount which is sufficient for him to purchase equivalent benefits, such amount to be paid quarterly in advance; provided further, however, that to the extent the Executive becomes eligible to receive medical, dental, vision and/or basic life insurance benefits under a plan provided by another employer, the Executive’s entitlement to participate in the corresponding Benefit Plans or to receive such corresponding alternate payments shall cease as of the date the Executive is eligible to participate in such other plan, and the Executive shall promptly notify the Company of his eligibility under such plan.

Termination of Employment Without Cause. If the Company terminates the Executive’s employment without Cause, other than a termination constituting a Change in Control Termination or a termination due to his death or Disability, the Executive shall be entitled to the following: (a) a An immediate lump sum payment in an amount equal to one times twelve (12) months base salary, such salary to be the highest annual base salary (excluding any bonuses) in effect with respect to the Executive during the six-month period immediately preceding the termination date, payable within forty-five (45) days after the termination date; andExecutive’s termination; (b) continued Continued participation in the Company’s, or the COG Division’s medicalas may be applicable, dental, vision health insurance program at the same share of cost between the Executive and basic life insurance benefit plans (the “Benefit Plans”)Company, subject to the terms and conditions of the respective plans such program and applicable law, for a period of one year twelve (12) months following the termination date; provided that, to the extent that any of the Benefit Plans health insurance program does not permit such continuation of the Executive’s participation following his termination or any such plan program is terminated, the Company shall pay the Executive an amount which is sufficient for him to purchase equivalent benefits, such amount to be paid quarterly in advance; provided further, however, that to the extent the Executive becomes eligible to receive medical, dental, vision and/or basic life insurance benefits under a plan provided by another employer, the Executive’s entitlement to participate in the corresponding Benefit Plans health insurance program or to receive such corresponding alternate payments shall cease as of the date the Executive is eligible to participate in such other plan, and the Executive shall promptly notify the Company of his eligibility under such plan; and (c) the receipt of the benefits described for Executive in this Section 2 shall be contingent upon Executive’s entry into the Company’s form of General Release Agreement.

Termination of Employment Without Cause. If the Company terminates the Executive’s employment without Cause, other than a termination constituting a Change in Control Termination or a termination due to his the Executive’s Disability, the Executive shall be entitled to the following: (a) a lump sum payment in an amount equal to one times the highest annual salary (excluding any bonuses) in effect with respect to the Executive during the six-month period immediately preceding the termination date, payable within forty-five (45) days after the termination date; and (b) continued participation in the Company’s medical, dental, vision and basic life insurance benefit plans (the “Benefit Plans”), subject to the terms and conditions of the respective plans and applicable law, for a period of one year following the termination date; provided that, to the extent that any of the Benefit Plans does not permit such continuation of the Executive’s participation following his the Executive’s termination or any such plan is terminated, the Company shall pay the Executive an amount which is sufficient for him the Executive to purchase equivalent benefits, such amount to be paid quarterly in advance; provided further, however, that to the extent the Executive becomes eligible to receive medical, dental, vision and/or basic life insurance benefits under a plan provided by another employer, the Executive’s entitlement to participate in the corresponding Benefit Plans or to receive such corresponding alternate payments shall cease as of the date the Executive is eligible to participate in such other plan, and the Executive shall promptly notify the Company of his the Executive’s eligibility under such plan.

Termination of Employment Without Cause. If the Company terminates the Executive’s employment without Cause, other than a termination constituting a Change in Control Termination or a termination due to his Disability, the Executive shall be entitled to the following: (a) a lump sum payment in an amount equal to one times the highest annual salary (excluding any bonuses) in effect from and after October 1, 2010 with respect to the Executive during the six-month period immediately preceding the termination date, payable within forty-five (45) days after the termination date; and (b) continued participation in the Company’s applicable medical, dental, vision and basic life insurance benefit plans (the “Benefit Plans”), subject to the terms and conditions of the respective plans and applicable law, for a period of one year following the termination date; provided that, to the extent that any of the Benefit Plans does not permit such continuation of the Executive’s participation following his termination or any such plan is terminated, the Company shall pay the Executive an amount which is sufficient for him to purchase equivalent benefits, such amount to be paid quarterly in advance; provided further, however, that to the extent the Executive becomes eligible to receive medical, dental, vision and/or basic life insurance benefits under a plan provided by another employer, the Executive’s entitlement to participate in the corresponding Benefit Plans or to receive such corresponding alternate payments shall cease as of the date the Executive is eligible to participate in such other plan, and the Executive shall promptly notify the Company of his eligibility under such plan.

Termination of Employment Without Cause. If the Company terminates the Executive’s employment without Cause, other than a termination constituting a Change in Control Termination or a termination due to his death or Disability, the Executive shall be entitled to the following: (a) a An immediate lump sum payment in an amount equal to one times twelve (12) months base salary, such salary to be the highest annual base salary (excluding any bonuses) in effect with respect to the Executive during the six-month period immediately preceding the termination date, payable within forty-five (45) days after the termination date; andExecutive’s termination; (b) continued Continued participation in the Company’s medical, dental, vision health insurance program at the same share of cost between the Executive and basic life insurance benefit plans (the “Benefit Plans”)Company, subject to the terms and conditions of the respective plans such program and applicable law, for a period of one year twelve (12) months following the termination date; provided that, to the extent that any of the Benefit Plans health insurance program does not permit such continuation of the Executive’s participation following his termination or any such plan program is terminated, the Company shall pay the Executive an amount which is sufficient for him to purchase equivalent benefits, such amount to be paid quarterly in advance; provided further, however, that to the extent the Executive becomes eligible to receive medical, dental, vision and/or basic life insurance benefits under a plan provided by another employer, the Executive’s entitlement to participate in the corresponding Benefit Plans health insurance program or to receive such corresponding alternate payments shall cease as of the date the Executive is eligible to participate in such other plan, and the Executive shall promptly notify the Company of his eligibility under such plan. (c) In the event that the Company terminates the Executive’s employment without cause, other than due to death or disability, and in the event that the termination occurs within 18 months of the sale of one or more divisions of the Company which division or divisions represent at least 30% of the Company’s consolidated revenue for the most recently completed fiscal year, then Executive shall receive the same rights and benefits as if there had been a Change in Control as defined in this Agreement. (d) The receipt of the benefits described for Executive in this Section 2 shall be contingent upon Executive’s entry into the Company’s form of General Release Agreement.