Common use of Termination Rights and Obligations Upon Termination Clause in Contracts

Termination Rights and Obligations Upon Termination. (a) If the Executive dies during the Term, then the Executive's employment under this Agreement shall terminate. In such event, the Executive's estate shall be entitled only to compensation and expenses accrued and unpaid as at the date of the Executive's death. (b) If, as a result of the Executive's incapacity due to physical or mental illness, whether or not job related, the Executive is absent from his duties hereunder for 90 consecutive days, or an aggregate of 120 days during the Term, the Executive's employment hereunder and this Agreement shall terminate. In such event, the Executive shall be entitled only to compensation and expenses accrued and unpaid as at the date of termination of the Executive's employment. (c) The Corporation shall have the right to terminate the Executive's employment under this Agreement for Cause. For purposes of the Agreement, the Corporation shall have "Cause" to terminate the Executive's employment if (i) the Executive assigns, pledges, or otherwise disposes of his rights and obligations under this Agreement, or attempts to do the same without the prior written consent of the Corporation; or (ii) the Executive has been insubordinate, has materially, breached any of the terms or conditions hereof, has engaged in willful misconduct or has acted in bad faith; or (iii) the Executive has breached Section 7 of this Agreement; or (iv) the Executive has committed a felony or perpetrated a fraud against the Corporation. If the Corporation terminates this Agreement for Cause, the Corporation's obligations hereunder shall cease, except for the Corporation's obligation to pay the Executive the compensation and expenses accrued and unpaid as of the date of termination in accordance with the provisions hereof. (d) In the event that at any time after a Change of Control (as defined below) but prior to the end of twelve (12) months after such Change of Control, the Executive is discharged for any reason other than for Cause (as defined in (c) above) or resigns for any reason (other than due to termination for Cause), the Executive shall receive within thirty (30) days after such discharge or resignation a lump-sum severance payment equal to 2.99 times his average annual base salary. For the purposes of this Section 5, "average annual base salary" shall mean the average of Executive's annual income in the nature of compensation payable by the Company and includible in gross income over the five most recent taxable years ending before the Change of Control. Anything contained herein to the contrary notwithstanding, for a Change of Control occurring before 2002, years considered in the base period for calculating "average annual base salary" shall be determined as follows:

Termination Rights and Obligations Upon Termination. (a) If the Executive dies during the Term, then the Executive's employment under this Agreement shall terminate. In such event, the Executive's estate shall be entitled only to compensation and expenses accrued and unpaid as at the date of the Executive's death. (b) If, as a result of the Executive's incapacity due to physical or mental illness, whether or not job related, the Executive is absent from his her duties hereunder for 90 consecutive days, or an aggregate of 120 days during the Term, the Executive's employment hereunder and this Agreement shall terminate. In such event, the Executive shall be entitled only to compensation and expenses accrued and unpaid as at the date of termination of the Executive's employment. (c) The Corporation shall have the right to terminate the Executive's employment under this Agreement for Cause. For purposes of the Agreement, the Corporation shall have "Cause" to terminate the Executive's employment if (i) the Executive assigns, pledges, or otherwise disposes of his her rights and obligations under this Agreement, or attempts to do the same without the prior written consent of the Corporation; or (ii) the Executive has been insubordinate, has materially, materially breached any of the terms or conditions hereof, has engaged in willful misconduct or has acted in bad faith; or (iii) the Executive has breached Section 7 of this Agreement; or (iv) the Executive has committed a felony or perpetrated a fraud against the Corporation. If the Corporation terminates this Agreement for Cause, the Corporation's obligations hereunder shall cease, except for the Corporation's obligation to pay the Executive the compensation and expenses accrued and unpaid as of the date of termination in accordance with the provisions hereof. (d) In the event that at any time after a Change of Control (as defined below) but prior to the end of twelve (12) months after such Change of Control, the Executive is discharged for any reason other than for Cause (as defined in (c) above) or resigns for any reason (other than due to termination for Cause), the Executive shall receive within thirty (30) days after such discharge or resignation a lump-sum severance payment equal to 2.99 times his her average annual base salary. For the purposes of this Section 5, "average annual base salary" shall mean the average of Executive's annual income in the nature of compensation payable by the Company and includible in gross income over the five most recent taxable years ending before the Change of Control. Anything contained herein to the contrary notwithstanding, for a Change of Control occurring before 2002, years considered in the base period for calculating "average annual base salary" shall be determined as follows:

Termination Rights and Obligations Upon Termination. (a) If the Executive dies during the Term, then the Executive's employment under this Agreement shall terminate. In such event, the Executive's estate shall be entitled only to compensation and expenses accrued and unpaid as at the date of the Executive's death. (b) If, as a result of the Executive's incapacity due to physical or mental illness, whether or not job related, the Executive is absent from his her duties hereunder for 90 consecutive days, or an aggregate of 120 days during the Term, the Executive's employment hereunder and this Agreement shall terminate. In such event, the Executive shall be entitled only to compensation and expenses accrued and unpaid as at the date of termination of the Executive's employment. (c) The Corporation Company shall have the right to terminate the Executive's employment under this Agreement for Cause. For purposes of the Agreement, the Corporation Company shall have "Cause" to terminate the Executive's employment if (i) the Executive assigns, pledges, or otherwise disposes of his her rights and obligations under this Agreement, or attempts to do the same without the prior written consent of the CorporationCompany; or (ii) the Executive has been insubordinate, has materially, materially breached any of the terms or conditions hereof, has engaged in willful misconduct or has acted in bad faith; or (iii) the Executive has breached Section 7 of this Agreement; or (iv) the Executive has committed a felony or perpetrated a fraud against the CorporationCompany. If the Corporation Company terminates this Agreement for Cause, the CorporationCompany's obligations hereunder shall cease, except for the CorporationCompany's obligation to pay the Executive the compensation and expenses accrued and unpaid as of the date of termination in accordance with the provisions hereof. (d) In the event that at any time after a Change of Control (as defined below) but prior to the end of twelve (12) months after such Change of Control, the Executive is discharged for any reason other than for Cause (as defined in (c) above) or resigns for any reason (other than due to termination for Cause), the Executive shall receive within thirty (30) days after such discharge or resignation a lump-sum severance payment equal to 2.99 times his her average annual base salary. For the purposes of this Section 5, "average annual base salary" shall mean the average of Executive's annual income in the nature of compensation payable by the Company and includible in gross income over the five most recent taxable years ending before the Change of Control. Anything contained herein to the contrary notwithstanding, for a Change of Control occurring before 2002, years considered in the base period for calculating "average annual base salary" shall be determined as follows:

Termination Rights and Obligations Upon Termination. (a) If the Executive dies during the Term, then the Executive's employment under this Agreement shall terminate. In such event, the Executive's estate shall not be entitled only to compensation any compensation, profit sharing payments under the Plan or expense payments hereunder other than for compensation, profit sharing payments under the Plan, and expenses accrued and unpaid as at the date of the Executive's death. (b) If, as a result of the Executive's incapacity due to physical or mental illness, whether or not job related, the Executive is absent from his duties hereunder on a full-time basis for 90 sixty (60) consecutive days, or an aggregate of 120 ninety (90) days during the Term, the Executive's employment hereunder and this Agreement shall terminate. In such event, the Executive shall not be entitled only to compensation any compensation, profit sharing payments under the Plan, or expense payments hereunder other than for compensation, profit sharing payments under the Plan, and expenses accrued and unpaid as at the date of termination of the Executive's employment. (c) The Corporation shall have the right to terminate the Executive's employment under this Agreement for Cause. For purposes of the Agreement, the Corporation shall have "Cause" to terminate the Executive's employment if (i) the Executive assigns, pledges, or otherwise disposes of his rights and obligations under this Agreement, or attempts o0attempts to do the same without the prior written consent of the Corporation; or (ii) in the reasonable judgment of the Corporation's Board of Directors the Executive has been insubordinatefails to fulfill his obligation under this Agreement, has materially, breached any of the material terms or conditions hereof, has engaged in willful misconduct or has acted in bad faith; or (iiiOH) without limiting any other provision of this Agreement, in the reasonable judgment of the Board of Directors of the Corporation, the Executive has breached Section 7 any provision of Sections 8 or 9 of this Agreement; or (iv) the Executive has committed a felony or perpetrated a common- law fraud against the Corporation. If the Corporation terminates this Agreement for Cause, the Corporation's obligations hereunder shall cease, except for the Corporation's Corporations obligation to pay the Executive or his beneficiary the compensation compensation, profit sharing payments under the Plan and expenses accrued and unpaid as of to the date of termination in accordance with the provisions hereof. (d) In , which payments in all events shall be subject to offset by the event that at any time after a Change of Control (as defined below) but prior Corporation for amounts owed to the end of twelve (12) months after such Change of Control, Corporation by the Executive is discharged for any reason other than for Cause (as defined in (c) above) hereunder or resigns for any reason (other than due to termination for Cause), the Executive shall receive within thirty (30) days after such discharge or resignation a lump-sum severance payment equal to 2.99 times his average annual base salary. For the purposes of this Section 5, "average annual base salary" shall mean the average of Executive's annual income in the nature of compensation payable by the Company and includible in gross income over the five most recent taxable years ending before the Change of Control. Anything contained herein to the contrary notwithstanding, for a Change of Control occurring before 2002, years considered in the base period for calculating "average annual base salary" shall be determined as follows:otherwise.