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 (which shall include a termination by the Company for any reason other than pursuant to Paragraph 10(a)) or in the event of a Constructive Termination Without Cause, the Executive shall be entitled, in addition to any benefit or compensation detailed within this Agreement, to those items described in the subparagraphs (i) through (vi) below. Termination Without Cause shall be effective immediately, unless a later date is stated, upon delivery of a written notice of such termination from the Company to the Executive. In the event the Executive elects to resign based upon a Constructive Termination Without Cause, the Executive shall give written notice thereof to the Company and state therein the effective date of such resignation which shall not be later than days from the date of the written notice. (i) an amount equal to two (2) years of Base Salary (the “Base Salary Termination Payment”). The Base Salary Termination Payment shall be paid in a lump-sum payment within ten (10) Business Days following termination of the Executive’s employment; any performance or other bonus earned for a fiscal period already completed but not yet paid; reimbursement for expenses incurred but not yet reimbursed by the Company; any deferred compensation, in accordance with the terms and provisions of the applicable program; any variable compensation, in accordance with the terms and provisions of the Variable Compensation Pool Plan; and any other compensation and benefits to which the Executive may be entitled under applicable plans, programs and agreements of the Company.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s 's employment is terminated by the Company without Cause (which shall not include a termination by the Company for any reason other than pursuant to Paragraph 10(a)) or in the event of a Constructive Termination Without Cause, the Executive shall be entitled, in addition to any benefit or compensation detailed within this Agreement, entitled to those items described in the subparagraphs (i) through (viv) belowhereof. Termination Without Cause shall be effective immediately, unless a later date is stated, upon delivery of a written notice of such termination from the Company to the Executive. In the event the Executive elects to resign based upon a Constructive Termination Without Cause, the Executive shall give written notice thereof to the Company and state therein the effective date of such resignation which shall not be later than days from the date of the written noticeresignation. (i) an amount equal to two one (21) years year of Base Salary (the “"Base Salary Termination Payment”"). The Executive may elect, at the Executive's option, to receive the Base Salary Termination Payment shall be paid either (A) in equal monthly installments over a (1) year period commencing immediately upon Termination of the Executive's employment, or (B) in a lump-sum payment within ten (10) Business Days promptly following termination of the Executive’s 's employment; (ii) any performance or other bonus earned for a fiscal period already completed but not yet paid; (iii) reimbursement for expenses incurred but not yet reimbursed by the Company; (iv) any deferred compensationcompensation pursuant to Paragraph 9 hereof, in accordance with the terms and provisions of the applicable program; including any variable compensation, in accordance with the terms and provisions of the Variable Compensation Pool Planinterest accrued on such deferred amounts; and (v) any other compensation and benefits to which the Executive he may be entitled under applicable plans, programs and agreements of the Company.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s 's employment is terminated by the Company without Cause (which shall not include a termination by the Company for any reason other than pursuant to Paragraph 10(a)) or in the event of a Constructive Termination Without Cause, the Executive shall be entitled, in addition to any benefit or compensation detailed within this Agreement, entitled to those items described in the subparagraphs (i) through (viv) belowhereof. Termination Without Cause shall be effective immediately, unless a later date is stated, upon delivery of a written notice of such termination from the Company to the Executive. In the event the Executive elects to resign based upon a Constructive Termination Without Cause, the Executive shall give written notice thereof to the Company and state therein the effective date of such resignation which shall not be later than days from the date of the written noticeresignation. (i) an amount equal to two one (21) years year of Base Salary (the “"Base Salary Termination Payment”"). The Executive may elect, at the Executive's option, to receive the Base Salary Termination Payment shall be paid either (A) in equal monthly installments over a (1) year period commencing immediately upon termination of the Executive's employment, or (B) in a lump-sum payment within ten (10) Business Days promptly following termination of the Executive’s 's employment; (ii) any performance or other bonus earned for a fiscal period already completed but not yet paid; (iii) reimbursement for expenses incurred but not yet reimbursed by the Company; any deferred compensation, in accordance with the terms and provisions of the applicable program; any variable compensation, in accordance with the terms and provisions of the Variable Compensation Pool Plan; and any other compensation and benefits to which the Executive may be entitled under applicable plans, programs and agreements of the Company.-9-

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s 's employment is terminated by the Board of Directors of the Company without Cause (which shall not include a termination by the Company for any reason other than pursuant to Paragraph 10(aSection 9(a)) or in the event of a Constructive Termination Without Cause, the Executive shall be entitled, in addition to any benefit or compensation detailed within this Agreement, to those items described in the subparagraphs entitled to: (i) through the Base Salary payable in bi-weekly installments for the remainder of the Term of Employment (vithe "Base Salary Termination Payment"); (ii) belowany performance or other bonus, if any, earned under Section 5 hereof for a fiscal period already completed but not yet paid; (iii) reimbursement for expenses incurred but not yet reimbursed by the Company; (iv) any deferred compensation, including any interest accrued on such deferred amounts; and (v) any other compensation and benefits to which the Executive may be entitled under applicable plans, programs and agreements of the Company. Termination Without Cause shall be effective immediately, unless a later date is stated, upon delivery of a written notice of such termination from the Company to the Executive. In the event the Executive elects to resign based upon a Constructive Termination Without Cause, the Executive shall give written notice thereof to the Company and state therein the effective date of such resignation which shall not be later than days five (5) Business Days from the date of the written notice. (i) an amount equal to two (2) years of Base Salary (the “Base Salary Termination Payment”). The Base Salary Termination Payment shall be paid in a lump-sum payment within ten (10) Business Days following termination of the Executive’s employment; any performance or other bonus earned for a fiscal period already completed but not yet paid; reimbursement for expenses incurred but not yet reimbursed by the Company; any deferred compensation, in accordance with the terms and provisions of the applicable program; any variable compensation, in accordance with the terms and provisions of the Variable Compensation Pool Plan; and any other compensation and benefits to which the Executive may be entitled under applicable plans, programs and agreements of the Company.