Common use of Termination Without Cause or Constructive Termination Without Cause Clause in Contracts

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive's employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination without Cause, the Executive shall be entitled to the following benefits: (i) Base Salary through the date of termination; (ii) Base Salary, at the annualized rate in effect on the date of termination, for a period of 24 months following such termination, provided that, at the Executive's option, the Company shall pay him the present value of such salary continuation payments in a lump sum (using as the discount rate the Applicable Federal Rate specified under Section 1274 of the Internal Revenue Code of 1986, as amended (the "Code"), for short-term Treasury obligations as published by the Internal Revenue Service for the month in which such termination occurs); (iii) a Pro Rata annual incentive award for the year in which termination occurs, based on his original target award for such year, payable when annual incentive awards are paid to other senior executives (or in a lump sum in accordance with the proviso in Xxxxxxx 00 (x) (xx)); (iv) an annual incentive award for a period of 24 months following the date of termination, based on his original target award for the year in which termination occurs and payable in equal monthly installments over the 24-month period of Base Salary continuation payments pursuant to Section 12 (d) (ii) (or in a lump sum in accordance with the proviso in Xxxxxxx 00 (x) (xx)); (v) options granted pursuant to Section 7 (c) shall accelerate and remain exercisable in accordance with Exhibit B; all options both in shares of the Company and any Internet Venture, whether or not then exercisable, shall become exercisable and shall remain exercisable until the end of their originally scheduled terms; (vi) the restrictions on restricted stock shall lapse; and (vii) the Executive shall be entitled to continued participation in all medical, dental, vision and hospitalization insurance coverage and in other employee benefit plans or programs in which he was participating on the date of his termination until the earlier of: (A) 24 months following the date of termination and (B) the date, or dates, he becomes eligible for coverage and benefits under the plans and programs of a subsequent employer. The Executive shall promptly advise the Company of any such subsequent employment and the benefits he receives in connection therewith. In the event the Company's plans do not permit continuation of Executive's participation following his termination, the Company shall provide the Executive with an amount which, after taxes, is sufficient for him to purchase equivalent benefits.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive's employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination without Cause, the Executive shall be entitled to the following benefits: (i) Base Salary through the date of termination; (ii) Base Salary, at the annualized rate in effect on the date of termination, for a period of 24 12 months following such termination, provided that, at the Executive's option, the Company shall pay him the present value of such salary continuation payments in a lump sum (using as the discount rate the Applicable applicable Federal Rate rate specified under Section 1274 of the Internal Revenue Code of 1986, as amended (the "Code"), for short-term Treasury obligations as published by the Internal Revenue Service for the month in which such termination occurs); (iii) a Pro Rata annual incentive award for the year in which termination occurs, based on his original target award for such year, payable when annual incentive awards are paid to other senior executives (or in a lump sum in accordance with the proviso in Xxxxxxx 00 (x) (xxSection 9(d)(ii)); (iv) an annual incentive award for a period of 24 12 months following the date of termination, based on his original target award for the year in which termination occurs and payable in equal monthly installments over the 2412-month period of Base Salary continuation payments pursuant to Section 12 (d) (ii9(d)(ii) (or in a lump sum in accordance with the proviso in Xxxxxxx 00 (x) (xxSection 9(d)(ii)); (v) all outstanding vested options granted pursuant to Section 7 (c) shall accelerate and remain exercisable in accordance with Exhibit B; all options both in shares of the Company and any Internet Venture, whether or not then exercisable, shall become exercisable and shall remain exercisable until the end of their originally scheduled terms; (vi) the restrictions on restricted stock shall lapse; and (vii) the Executive shall be entitled to continued participation in all medical, dental, vision and hospitalization insurance coverage and in other employee benefit plans or programs in which he was participating on the date of his termination until the earlier of: (A) 24 12 months following the date of termination and (B) the date, or dates, he becomes eligible for receives equivalent coverage and benefits under the plans and programs of a subsequent employer. The Executive shall promptly advise the Company of any such subsequent employment and the benefits he receives in connection therewith. In the event the Company's plans do not permit continuation of Executive's participation following his termination, the Company shall provide the Executive with an amount which, after taxes, is sufficient for him to purchase equivalent benefits.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive's employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination without Without Cause, the Executive shall be entitled to the following benefitsto: (i) The Base Salary through the date of terminationtermination of the Executive's employment; (ii) The Base Salary, at the annualized rate in effect on the date of terminationtermination of the Executive's employment (or in the event a reduction in Base Salary is the basis for a Constructive Termination Without Cause, then the Base Salary in effect immediately prior to such reduction), for a period of 24 36 months following such termination, ; provided that, that at the Executive's option, option the Company Companies shall pay him the present value of such salary continuation payments in a lump sum (using as the discount rate the Applicable Federal Rate specified under Section 1274 of the Internal Revenue Code of 1986, as amended (the "Code"), for short-short term Treasury obligations as published by the Internal Revenue Service for the month in which such termination occurs); (iii) a Pro Rata annual incentive award for the year in which termination occurs, based on his original target award for such year, payable when annual The balance of any incentive awards are paid to other senior executives earned (or in a lump sum in accordance with the proviso in Xxxxxxx 00 (x) (xx)but not yet paid); (iv) an annual incentive award for a period of 24 months following the date of terminationThe right to exercise any stock option in full, based on his original target award for the year in which termination occurs and payable in equal monthly installments over the 24-month period of Base Salary continuation payments whether or not such right is exercisable pursuant to Section 12 (d) (ii) (or in a lump sum in accordance with the proviso in Xxxxxxx 00 (x) (xx));terms of the grant. (v) options granted Any pension benefit that may become due pursuant to Section 7 (c) shall accelerate and remain exercisable in accordance with Exhibit B; all options both in shares of the Company and any Internet Venture, whether or not then exercisable, shall become exercisable and shall remain exercisable until the end of their originally scheduled terms5 above; (vi) Continued accrual of credited service for the restrictions on restricted stock purpose of the pension benefit provided under Section 5 above for the period of 36 months or his attainment of age 65, whichever shall lapse; andfirst occur; (vii) the Executive shall be entitled to continued Continued participation in all medical, dental, vision hospitalization and hospitalization life insurance coverage and in other employee benefit plans or programs in which he was participating on the date of the termination of his termination employment until the earlier of: (A) 24 months following The end of the date period during which he is receiving salary continuation payments (or in respect of termination andwhich a lump-sum severance payment is made); (B) the The date, or dates, he becomes eligible for receives equivalent coverage and benefits under the plans and programs of a subsequent employer. The employer (such coverages and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (x) if the Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (ix) of this Section 7(c), he shall promptly advise be provided with the Company after-tax economic equivalent of the benefit provided under the plan or program in which he is unable to participate for the period specified in this clause (ix) of this Section 7(c), (y) the economic equivalent of any such subsequent employment and benefit foregone shall be deemed to be the benefits he receives in connection therewith. In the event the Company's plans do not permit continuation of Executive's participation following his termination, the Company shall provide lowest cost that would be incurred by the Executive in obtaining such benefit himself on an individual basis, and (z) payment of such after-tax economic equivalent shall be made quarterly in advance; and (viii) Other or additional benefits in accordance with an amount which, after taxes, is sufficient for him applicable plans and programs of the Companies to purchase equivalent benefitsthe date of termination.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive's employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination without Cause, the Executive shall be entitled to the following benefits: (i) Base Salary through the date of termination; (ii) Base Salary, at the annualized rate in effect on the date of termination, for a period of 24 months following such termination, provided that, at the Executive's option, the Company shall pay him the present value of such salary continuation payments in a lump sum (using as the discount rate the Applicable Federal Rate specified under Section 1274 of the Internal Revenue Code of 1986, as amended (the "Code"), for short-term Treasury obligations as published by the Internal Revenue Service for the month in which such termination occurs); (iii) a Pro Rata annual incentive award for the year in which termination occurs, based on his original target award for such year, payable when annual incentive awards are paid to other senior executives (or in a lump sum in accordance with the proviso in Xxxxxxx 00 (x) (xx)); (iv) an annual incentive award for a period of 24 months following the date of termination, based on his original target award for the year in which termination occurs and payable in 24 equal monthly installments over the 24-month period of Base Salary continuation payments pursuant to Section 12 (d) (ii) (or in a lump sum in accordance with the proviso in Xxxxxxx 00 (x) (xx))following such termination; (v) All options granted pursuant to Section 7 (c) shall accelerate and remain exercisable in accordance with Exhibit B; all options both in on shares of the Company and any Internet Venturegranted the Executive prior to 2002, whether or not then exercisable, shall become exercisable and shall remain exercisable until the end of their originally scheduled terms; (vi) the restrictions on restricted stock shall lapse; and (viivi) the Executive shall be entitled to continued participation in all medical, dental, vision and hospitalization insurance coverage and in other employee benefit plans or programs in which he was participating on the date of his termination until the earlier of: (A) 24 months following the date of termination and (B) the date, or dates, he becomes eligible for coverage and benefits under the plans and programs of a subsequent employer. The Executive shall promptly advise the Company of any such subsequent employment and the benefits he receives in connection therewith. In the event the Company's plans do not permit continuation of Executive's participation following his termination, the Company shall provide the Executive with an amount which, after taxes, is sufficient for him to purchase equivalent benefits.

Termination Without Cause or Constructive Termination Without Cause. In the event the ExecutiveConsultant's employment service is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination without Cause, the Executive Consultant shall be entitled to the following benefits: (i) Base Salary the Consultancy Fee through the date of termination; (ii) Base Salarya cash payment of $1,800,000, at the annualized rate in effect on the date of termination, for a period of 24 months following such termination, provided that, at the Executive's option, the Company shall pay him the present value of such salary continuation payments payable in a lump sum (using as the discount rate the Applicable Federal Rate specified under Section 1274 of the Internal Revenue Code of 1986, as amended (the "Code"), for short-term Treasury obligations as published by the Internal Revenue Service for the month in which such termination occurs)single installment promptly after his termination; (iii) a Pro Rata annual incentive award for the year in which termination occurs, based on his original target award for such year, payable when annual incentive awards are paid to other senior executives (or in a lump sum in accordance with the proviso in Xxxxxxx 00 (x) (xx)); (iv) an annual incentive award for a period of 24 months following the date of termination, based on his original target award for the year in which termination occurs and payable in equal monthly installments over the 24-month period of Base Salary continuation payments pursuant to Section 12 (d) (ii) (or in a lump sum in accordance with the proviso in Xxxxxxx 00 (x) (xx)); (v) options granted pursuant to Section 7 (c) shall accelerate and remain exercisable in accordance with Exhibit B; all options both in shares of the Company and any Internet Ventureoutstanding options, whether or not then exercisable, shall become exercisable and shall remain exercisable until the end of their originally scheduled ten-year terms; (viiv) all outstanding performance shares and other equity-based awards shall vest and be paid out (at target, with respect to the restrictions on restricted stock shall lapseperformance shares) in a single installment promptly after his termination; and (viiv) if such termination occurs on or prior to the Executive second anniversary of the effective date of the Employment Agreement, the Consultant shall be entitled to continued participation receive a lump sum cash amount equal to the greater of (A) (X) the product of three multiplied by the sum of (1) the Base Salary (as defined in all medicalthe Employment Agreement), dental(2) the annual incentive award, vision equal to the target bonus established by AT&T for 2002, which was 150% of such Base Salary, and hospitalization insurance coverage (3) the long-term performance share award, equal to the performance share target set by AT&T for 2002 and (B) the product of four multiplied by the sum of Base Salary (as defined in other employee benefit plans or programs the Employment Agreement), at the annualized rate in which he was participating effect on the date of his termination until of employment under the earlier of: Employment Agreement, and the Target Bonus (Aas defined in the Employment Agreement) 24 months following for the year in which the termination of employment under the Employment Agreement occurs. If such termination occurs after the second anniversary of the effective date of termination and the Employment Agreement, the Consultant shall be entitled to receive the payment set forth in clause (B) the date, or dates, he becomes eligible for coverage and benefits under the plans and programs of a subsequent employer. The Executive shall promptly advise the Company of any such subsequent employment and the benefits he receives in connection therewith. In the event the Company's plans do not permit continuation of Executive's participation following his termination, the Company shall provide the Executive with an amount which, after taxes, is sufficient for him to purchase equivalent benefitsthis Section 8(d)(v).

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive's employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination without Cause, the Executive shall be entitled to the following benefits: (i) Base Salary through the date of termination; (ii) Base Salary, at the annualized rate in effect on the date of termination, for a period of 24 months following such termination, provided that, at payable promptly following the Executive's option, the Company shall pay him the present value date of such salary continuation payments termination in a lump sum (using as the discount rate the Applicable Federal Rate specified under Section 1274 of the Internal Revenue Code of 1986, as amended (the "Code"), for short-term Treasury obligations as published by the Internal Revenue Service for the month in which such termination occurs)sum; (iii) a Pro Rata annual incentive award for the year in which termination occurs, based on his original the higher of (A) the actual bonus awarded in the prior year or (B) the target award for such yearbonus in the year of termination, payable when annual incentive awards are paid to other senior executives (or in a lump sum in accordance with the proviso in Xxxxxxx 00 (x) (xx))single installment promptly after his termination; (iv) an annual incentive award for a period of 24 months following the date of termination, based on his original the higher of (A) the actual bonus awarded in the prior year or (B) the target award for bonus in the year in which termination occurs of termination, and payable in equal monthly installments over the 24-month period of Base Salary continuation payments pursuant to Section 12 (d) (ii) (or in a lump sum in accordance with promptly following the proviso in Xxxxxxx 00 (x) (xx))date of termination; (v) options granted pursuant to Section 7 (c) shall accelerate and remain exercisable in accordance with Exhibit B; all options both in shares of the Company and any Internet Venture, whether or not then exercisable, shall become exercisable and shall remain exercisable for a period of two years or until the end of their originally scheduled termsterm, if less; (vi) the restrictions sign-on restricted stock Deferred Shares shall lapsebe immediately deliverable; and (vii) the Executive unvested performance-based Restricted Shares and Performance Shares shall be entitled forfeited; (viii) Pro Rata long-term incentives shall be payable when scheduled to be paid (if such awards are payable); (ix) 24 months of additional credited service for SERP benefits determined as provided in Section 9; and (x) continued participation in all medical, dental, vision and hospitalization insurance coverage and in other employee benefit plans or programs in which he was participating on the date of the termination of his termination employment until the earlier of: (A) of 24 months following the date termination of termination and (B) employment or the date, or dates, he becomes eligible for receives equivalent coverage and benefits under the plans and programs of from a subsequent employer. The Executive shall promptly advise the Company of any such subsequent employment and the benefits he receives in connection therewith. In the event the Company's plans do not permit continuation of Executive's participation following his termination, the Company shall provide the Executive with an amount which, after taxes, is sufficient for him to purchase equivalent benefits.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive's ’s employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination without Cause, the Executive shall be entitled to the following benefits: (i) Base Salary through the date Date of terminationTermination, paid consistent with regular payroll practices of the Company; (ii) Base Salary, at the annualized rate in effect on the date Date of terminationTermination, for a period of 24 months following such termination, provided thatpayable, at subject to Section 12(k), promptly following the Executive's option, the Company shall pay him the present value Date of such salary continuation payments Termination in a lump sum (using as the discount rate the Applicable Federal Rate specified under Section 1274 of the Internal Revenue Code of 1986, as amended (the "Code"), for short-term Treasury obligations as published by the Internal Revenue Service for the month in which such termination occurs)sum; (iii) a Pro Rata annual incentive award for the year in which termination occurs, based on his original target award for the time the executive was employed in that year if, and to the extent, such yearawards are otherwise earned, payable to be paid in a single installment, subject to Section 12(k), when annual incentive such awards are paid to other senior executives (or others in a lump sum in accordance with the proviso in Xxxxxxx 00 (x) (xx))year following the year of termination; (iv) an annual incentive award for a period of 24 months following at twice the date of termination, based on his original target award Target bonus level for the year in which termination occurs and payable in equal monthly installments over the 24-month period of Base Salary continuation payments pursuant occurs, promptly payable, subject to Section 12 (d) (ii) (or 12(k), in a lump sum in accordance with the proviso in Xxxxxxx 00 (x) (xx))single installment after his termination; (v) options granted pursuant to Section 7 (c) shall accelerate and remain exercisable in accordance with Exhibit B; all options both in shares of the Company and any Internet Ventureoutstanding options, whether or not then exercisablevested, shall become exercisable vest and shall remain exercisable for a period of two years or until the end of their originally scheduled termsterm, if less; (vi) Pro Rata long-term incentives shall be payable, subject to Section 12(k), when scheduled to be paid (if, and to the restrictions on restricted stock shall lapseextent, such awards are payable); and (vii) the Executive shall be entitled to continued participation in all medical, dental, vision and hospitalization insurance coverage and in other employee benefit plans or programs covered by Section 8 in which he was participating on the date of the termination of his termination employment until the earlier of: (A) of 24 months following the date termination of termination and (B) employment or the date, or dates, he becomes eligible for receives equivalent coverage and benefits under the plans and programs of from a subsequent employer. The Executive shall promptly advise ; provided, however, that this continued participation does not include continued participation in either the Company of any such subsequent employment and qualified pension plan or the benefits he receives in connection therewith401(k) plan. In the event the Company's ’s plans do not permit continuation of Executive's ’s participation in the benefit plans and programs covered by this Section 12(d)(vii), following his termination, then the Company shall itself pay or provide the benefit to the Executive. The Executive with shall pay cost, on an after-tax basis, for the continued health benefit coverage, subject to Section 12(k), on or about January 31 of the year following the year in which the Date of Termination occurs and continuing on or about each January 31 until the year following the last year of the benefits period the Company will make a payment to the Executive such that, after payment of all taxes incurred by the Executive as a result of the Executive’s receipt of the continued health benefit coverage and payment by the Company, the Executive retains an amount which, after taxes, is sufficient equal to the amount the Executive paid during the immediately preceding calendar year for him to purchase equivalent benefitsthe health benefit coverage described in this Section.