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 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: (a) the Base Salary through the date of termination of the Executive's employment; (b) the Base Salary, at the annualized rate in effect on the date of termination 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 36 months following such termination or until the end of the Term, whichever is longer; provided that, at the Executive's option, the Employer shall pay him the present value of such salary continuation payments in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate 75% of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs); (c) a Bonus for the unexpired Term not less than the $600,000.00 guaranteed cash bonus provided in Section 7.1(a) multiplied by all of the year(s) and month(s) remaining in the then unexpired Term; provided that, at the Executive's option, the Employer shall pay him the present value of such salary and bonuses in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate 75% of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs). Notwithstanding the foregoing, in no event shall the Base Bonus Amount be less than $1,250,000; and (d) all benefits provided in Section 9 hereof until the end of the Term, with no additional cost or charge payable by the Executive.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive's employment is terminated 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: (a) the Base Salary through the date of termination of the Executive's employment; (b) the Base Salary, at the annualized rate in effect on the date of termination 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 36 months following such termination or until the end of the Term, whichever is longer; provided that, at the Executive's option, the Employer shall pay him the present value of such salary continuation payments in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate 75% of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs); (c) a Bonus for the unexpired Term not less than the $600,000.00 150,000.00 guaranteed cash bonus provided in Section 7.1(a) multiplied by all of the year(s) and month(s) remaining in the then unexpired Term; provided that, at the Executive's option, the Employer shall pay him the present value of such salary and bonuses in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate 75% of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs). Notwithstanding the foregoing, in no event shall the Base Bonus Amount be less than $1,250,000; and (d) all benefits provided in Section 9 hereof until the end of the Term, with no additional charge or cost or charge payable by the Executive.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive's employment is terminated 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: (a) the Base Salary through the date of termination of the Executive's employment; (b) the Base Salary, at the annualized rate in effect on the date of termination 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 36 months following such termination or until the end of the Term, whichever is longer; provided that, at the Executive's option, the Employer shall pay him the present value of such salary continuation payments in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate 75% of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs); (c) a Bonus for the unexpired Term not less than the $600,000.00 300,000.00 guaranteed cash bonus provided in Section 7.1(a) multiplied by all of the year(s) and month(s) remaining in the then unexpired Term; provided that, at the Executive's option, the Employer shall pay him the present value of such salary and bonuses in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate 75% of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs). Notwithstanding the foregoing, in no event shall the Base Bonus Amount be less than $1,250,000; and (d) all benefits provided in Section 9 hereof until the end of the Term, with no additional cost or charge payable by the Executive.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive's employment is terminated 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: (a) the Base Salary through the date of termination of the Executive's employment; (b) the Base Salary, at the annualized rate in effect on the date of termination 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 a reduction), ) for a period of 36 months following such termination or until the end of the Term, whichever is longer; provided that, at the Executive's option, the Employer shall pay him the present value of such salary continuation payments in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate 75% of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs); (c) a Bonus for the unexpired Term not less than the $600,000.00 250,000.00 guaranteed cash bonus provided in Section 7.1(a) multiplied by all of the year(s) and month(s) remaining in the then unexpired Term; provided that, at the Executive's option, the Employer shall pay him the present value of such salary and bonuses in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate 75% of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs). Notwithstanding the foregoing, in no event shall the Base Bonus Amount be less than $1,250,000; and (d) all benefits provided in Section 9 hereof until the end of the Term, with no additional cost or charge payable by the Executive.

Termination Without Cause or Constructive Termination Without Cause. (a) In the event the Executive's employment is terminated without Cause, other than due to disability a Total Disability or death, or in the event there is a Constructive Termination Without Cause, the Executive shall be entitled to: (ai) the Base Salary through the date of termination of the Executive's employment; (bii) the Base Salary, at the annualized rate in effect on the date of termination 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 36 months following such termination or until the end of the Term, whichever is longer; provided provided, that, at the Executive's option, the Employer shall pay him the present value of such salary continuation payments in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate 75% of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs); (ciii) a Bonus all stock options shall be immediately granted and shall immediately vest and become exercisable in accordance with Section 7.3 hereof; (iv) the Executive's share of Profits for the unexpired Term not less than the $600,000.00 guaranteed cash bonus provided in Section 7.1(a) multiplied by all balance of the year(sTerm based on the greater of (A) the Profits for the calendar year in which the termination occurs, with such Profits being pro rated for the remainder of such year, and month(s(B) remaining in the then unexpired TermProfits for the calendar year immediately preceding the termination; provided provided, that, at the Executive's option, the Employer shall pay him the present value of such salary and bonuses share of Profits in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate 75% of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs). Notwithstanding the foregoing, in no event shall the Base Bonus Amount be less than $1,250,000; and (dv) all benefits and perquisites provided in Section 9 hereof until the end of the Term. In calculating Profits pursuant to clause (iv) (A) above, the Executives' Base Salaries and the $600,000 amount set forth as (A) and (B) under the definition of Profits in Section 7.1 shall be pro rated for that portion of the year actually elapsed prior to termination. (b) If a termination described in Section 13.3(a) occurs following a Change in Control, the Executive shall be entitled to the payments and benefits set forth in such Section, except that the payments under clauses (ii) and (iv) of such Section 13.3(a) shall be paid in a lump sum without any discount and the exercise price of the stock options accelerated under clause (iii) of such Section 13.3(a) shall be the lower of (A) the average ask and bid price of the Class A Stock on the date of the termination and (B) the lowest exercise price of any other then outstanding options granted to the Executive prior to the Change in Control. In the event of a termination pursuant to this Section 13.3 (b), if the aggregate of all payments or benefits made or provided to the Executive under this Agreement and under all other plans and programs of the Employer and the Parent (the "Aggregate Payment") is determined to constitute a Parachute Payment, as such term is defined in Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), the Employer shall pay to the Executive, prior to the time any excise tax imposed by Section 4999 of the Code ("Excise Tax") is payable with no respect to such Aggregate Payment, an additional cost amount which, after the imposition of all income, employment and excise taxes thereon, is equal to one-half of the Excise Tax on the Aggregate Payment, or charge payable such greater portion thereof as the other senior executives of the Parent shall be paid. The determination of whether the Aggregate Payment constitutes a Parachute Payment and, if so, the amount to be paid to the Executive and the time of payment pursuant to this subsection shall be made by an independent auditor (the "Auditor") jointly selected by the ExecutiveEmployer and the Executive and paid by the Employer. The Auditor shall be a nationally recognized United States public accounting firm which has not, during the two years preceding the date of its selection, acted in any way on behalf of the Employer, the Parent or any affiliate thereof. If the Executive and the Employer cannot agree on the firm to serve as the Auditor, then the Executive and the Employer shall each select one accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor.