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 Term of Employment is terminated by the Company without Cause, other than due to Executive's Disability or death, or in the event the Term of Employment is terminated due to a Constructive Termination Without Cause, Executive shall be entitled to: (i) Base Salary through the date of such termination; (ii) if the date of such termination coincides with the last day of a bonus period, a bonus for such bonus period in accordance with the terms of the applicable incentive plan; otherwise, a bonus for the bonus period in which such termination occurs, determined pro rata with respect to Executive's target bonus for such bonus period based on the number of completed months of Executive's employment by the Company during such bonus period; (iii) the balance of any bonus earned (but not yet paid) for any bonus period prior to the bonus period in which such termination occurs; (iv) any amounts earned, accrued or owing but not yet paid under Section 6, 7 or 8; (v) any other or additional benefits provided for in accordance with applicable plans and programs of the Company; and (vi) to elect, within 30 days after such termination, either (x) to cease being an employee of the Company and receive the lump-sum payment described in section 9(d)(vi)(A) or (y) to remain an employee of the Company for the period described in Section 9(d)(vi)(B). After Executive makes such election, the following provisions shall apply: (A) In the event Executive makes the election provided in clause (x) of Section 9(d)(vi), then, subject to the requirements of Section 9(j), the Company shall pay to Executive in a lump sum: (1) an amount equal to Base Salary for the period (the "Minimum Severance Period") that is the longer of 12 months or the unexpired portion of the Term of Employment remaining as of the time immediately prior to such termination, plus (2) an amount equal to Average Annual Bonus pro-rata for the Minimum Severance Period. (B) In the event Executive makes the election provided in clause (y) of Section 9(d)(vi), then, subject to the requirements of Section 9(j), Executive will remain an employee of the Company (but without any title) until the end of the Minimum Severance Period, and the Company shall pay to Executive Base Salary for such period plus Average Annual Bonus pro-rata for such period; provided, however, that (1) if Executive dies during such period, Executive's payments pursuant to this Section 9(d)(vi)(B) shall cease, and Executive's estate or beneficiaries, as the case may be, will be entitled to receive the Aggregate Life Insurance Benefits plus a lump sum amount (which shall be paid by the Company promptly after Executive's death) equal to the excess, if any, of (x) the balance of the payments of Base Salary and Average Annual Bonus that Executive would have been entitled to receive pursuant to this Section 9(d)(vi)(B) had Executive remained on the Company's payroll until the end of such period over (y) the amount of the Aggregate Life Insurance Benefits; and (2) if Executive accepts substantially full-time employment with any other Person during such period or notifies the Company in writing of Executive's intention to terminate his employment during such period, Executive will cease to be an employee of the Company effective upon the earlier of the effective date of such termination as specified by Executive in such notice or the commencement of such employment, and the Company shall promptly pay to Executive a lump sum equal to the balance of the payments of Base Salary and Average Annual Bonus that Executive would have been entitled to receive pursuant to this Section 9(d)(vi)(B) had Executive remained on the Company's payroll until the end of such period. (C) In the event Executive makes the election provided in clause (y) of Section 9(d)(vi), then during the period Executive remains on the payroll of the Company, Executive will continue to be eligible to receive the medical and life insurance benefits which all other employees of the Company are then entitled to receive, as such benefits may be amended, changed or eliminated from time to time. Executive shall not be entitled to any other perquisite or benefit provided by the Company to its senior executives or employees generally or otherwise specifically provided for in this Agreement and shall not be entitled to any additional awards or grants under any long-term incentive plan. In the event Executive makes the election provided in clause (y) of Section 9(d)(vi), Executive will continue to be an employee of the Company for purposes of any stock option and restricted shares agreements until such time as Executive leaves the payroll of the Company.

Termination Without Cause or Constructive Termination Without Cause. In the event the Term of Employment is terminated by the Company without Cause, other than due to Executive's Disability or death, or in the event the Term of Employment is terminated due to a Constructive Termination Without Cause, Executive shall be entitled to: (i) Base Salary through the date of such termination; (ii) if the date of such termination coincides with the last day of a bonus period, a bonus for such bonus period in accordance with the terms of the applicable incentive plan; otherwise, a bonus for the bonus period in which such termination occurs, determined pro rata with respect to Executive's target bonus for such bonus period based on the number of completed months of Executive's employment by the Company during such bonus period; (iii) the balance of any bonus earned (but not yet paid) for any bonus period prior to the bonus period in which such termination occurs; (iv) any amounts earned, accrued or owing but not yet paid under Section 6, 7 or 8; (v) any other or additional benefits provided for in accordance with applicable plans and programs of the Company; and (vi) to elect, within 30 days after such termination, either (x) to cease being an employee of the Company and receive the lump-sum payment described in section 9(d)(vi)(A) or (y) to remain an employee of the Company for the period described in Section 9(d)(vi)(B). After Executive makes such election, the following provisions shall apply: (A) In the event Executive makes the election provided in clause (x) of Section 9(d)(vi), then, subject to the requirements of Section 9(j), the Company shall pay to Executive in a lump sum: (1) an amount equal to Base Salary for the period (the "Minimum Severance Period") that is the longer of 12 months or the unexpired portion of the Term of Employment remaining as of the time immediately prior to such termination, plus (2) an amount equal to Average Annual Bonus pro-rata for the Minimum Severance Period. (B) In the event Executive makes the election provided in clause (y) of Section 9(d)(vi), then, subject to the requirements of Section 9(j), Executive will remain an employee of the Company (but without any title) until the end of the Minimum Severance Period, and the Company shall pay to Executive Base Salary for such period plus Average Annual Bonus pro-rata for such period; provided, however, that (1) if Executive dies during such period, Executive's payments pursuant to this Section 9(d)(vi)(B) shall cease, and Executive's estate or beneficiaries, as the case may be, will be entitled to receive the Aggregate Life Insurance Benefits Benefits, plus a lump sum amount (which shall be paid by the Company promptly after Executive's death) equal to the excess, if any, of (x) the balance of the payments of Base Salary and Average Annual Bonus that Executive would have been entitled to receive pursuant to this Section 9(d)(vi)(B) had Executive remained on the Company's payroll until the end of such period over (y) the amount of the Aggregate Life Insurance Benefits; and (2) if Executive accepts substantially full-time employment with any other Person during such period or notifies the Company in writing of Executive's intention to terminate his employment during such period, Executive will cease to be an employee of the Company effective upon the earlier of the effective date of such termination as specified by Executive in such notice or the commencement of such employment, and the Company shall promptly pay to Executive a lump sum equal to the balance of the payments of Base Salary and Average Annual Bonus that Executive would have been entitled to receive pursuant to this Section 9(d)(vi)(B) had Executive remained on the Company's payroll until the end of such period. (C) In the event Executive makes the election provided in clause (y) of Section 9(d)(vi), then during the period Executive remains on the payroll of the Company, Executive will continue to be eligible to receive the medical and life insurance benefits which all other employees of the Company are then entitled to receive, as such benefits may be amended, changed or eliminated from time to time. Executive shall not be entitled to any other perquisite or benefit provided by the Company to its senior executives or employees generally or otherwise specifically provided for in this Agreement and shall not be entitled to any additional awards or grants under any long-term incentive plan. In the event Executive makes the election provided in clause (y) of Section 9(d)(vi), Executive will continue to be an employee of the Company for purposes of any stock option and restricted shares agreements until such time as Executive leaves the payroll of the Company.