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 company terminates the executive’s employment 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: (i) base salary through the end of the month in which the termination of employment occurs; (ii) base salary, at the rate in effect on the date of termination of the executive's employment, for 36 months beginning with the month following the month in which the termination of his employment occurs; provided that any amounts to which the executive is entitled under this clause shall be offset by any amounts paid to him under the company's severance plan; (iii) any accrued bonuses to which the executive is entitled under the terms of the then applicable bonus plans; (iv) any other amounts earned, accrued or owing under the terms of this agreement, but not yet paid; (v) continued participation in all employee benefit plans or programs in which he was participating on the date of the termination of employment as permitted by their terms until the earlier of: (A) the date which is 36 months following the end of the month in which the termination of employment occurs; or (B) the date, or dates, he receives an equivalent coverage and benefits under the plans and programs of the subsequent 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, he shall be provided with the after-tax economic equivalent of the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause, and (y) the economic equivalent of any benefit forgone shall be deemed to be the lowest cost that would be incurred by the executive in obtaining such benefit himself on an individual basis; and (vii) other benefits in accordance with applicable plans and programs of the company.

Termination Without Cause or Constructive Termination Without Cause. In the event the company terminates the executiveExecutive’s employment is terminated without causeCause, other than due to disability or death, or in the event there is a constructive termination Constructive Termination without causeCause, the executive Executive shall be entitled toto be paid by the Employer: (ia) base salary through the end of the month in which the termination of employment occurs$3 million; (iib) base salary, at the rate in effect on cash portion of all declared but unpaid Bonus through the date of termination; (c) all reimbursable business expenses incurred by the Executive through the date of termination; (d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination of the executive's employment, for 36 months beginning with the month following the month in which the termination of his employment occurs; provided that any amounts to which the executive is entitled under this clause shall be offset by any amounts paid to him under the company's severance planissued and fully vested; (iiie) all benefits provided in Section 9 for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (except that if providing any accrued bonuses to which such benefit under the executive terms of a plan is entitled not permissible under the terms of the then applicable bonus plans; (iv) any other amounts earnedplan or would cause an adverse tax effect, accrued or owing under the terms of this agreement, but not yet paid; (v) continued participation Employer shall reimburse the Executive’s expenses incurred in all employee benefit plans or programs in which he was participating obtaining similar coverage on the date of the termination of employment as permitted by their terms until the earlier of: (A) the date which is 36 months following his own with such reimbursement being paid no later than the end of the month in which the termination of employment occurs; or (B) the date, or dates, he receives an equivalent coverage and benefits under the plans and programs of the subsequent 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, he shall be provided with the after-tax economic equivalent of the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause, and (y) the economic equivalent of any benefit forgone shall be deemed to be the lowest cost that would be calendar year such expenses are incurred by the executive in obtaining such benefit himself on an individual basisExecutive); and (viif) other benefits the Executive shall have no further obligation or liability to the Employer in accordance connection with applicable plans and programs his performance of this Agreement (except the companycontinuing obligations specified in Section 11 hereof).

Termination Without Cause or Constructive Termination Without Cause. In the event the company terminates the executive’s employment 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: (i) base salary through the end of the month in which the termination of employment occurs; (ii) base salary, at the rate in effect on the date of termination of the executive's employment, for 36 months beginning with the month following the month in which the termination of his employment occurs; provided that any amounts to which the executive is entitled under this clause shall be offset by any amounts paid to him under the company's severance plan; (iii) any accrued bonuses to which the executive is entitled under the terms of the then applicable bonus plans; (iv) any other amounts earned, accrued or owing under the terms of this agreement, but not yet paid; (v) continued participation in all employee benefit plans or programs in which he was participating on the date of the termination of employment as permitted by their terms until the earlier of: (A) the date which is 36 months following the end of the month in which the termination of employment occurs; or (B) the date, or dates, he receives an equivalent coverage and benefits under the plans and programs of the subsequent 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 is provided in this clause, he shall be provided with the after-tax economic equivalent of the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause, and (y) the economic equivalent of any benefit forgone shall be deemed to be the lowest cost that would be incurred by the executive in obtaining such benefit himself on an individual basis; and (vii) other benefits in accordance with applicable plans and programs of the company.