Common use of Termination Without Cause or Disability Clause in Contracts

Termination Without Cause or Disability. Employer may terminate --------------------------------------- Executive's employment without Cause or Disability at any time. Prior to a Change in Control, in the event Employer terminates Executive's employment for other than Cause or Disability, or if Executive resigns because of a material breach of this Agreement by Employer, Executive shall be entitled to continue to receive for a period of nine (9) months following the effective date of the termination: (i) his base salary as provided in Section 3, as the same may have been increased by Employer's Board of Directors or Compensation Committee; (ii) all benefits theretofore being provided to him as provided in Section 5; (iii) any deferred salary, bonuses and other compensation, but subject to the terms of any applicable plan or deferral agreement; and, within 60 days after the effective date of his termination, he shall be paid the prorated portion (based on the portion of the fiscal year served prior to termination) of the bonus that Executive would have earned pursuant to Section 4 for that fiscal year, as if all the primary targets in respect of that year had been achieved and, based thereon, the maximum discretionary bonuses had been paid. The amounts and rights to which Executive may be entitled in respect of any outstanding restricted stock grants, stock options, stock appreciation rights and supplemental retirement benefit arrangements shall be determined in accordance with the applicable plans and/or any applicable agreements. The foregoing and Section 9 of this Agreement shall be Executive's sole and exclusive remedy if, prior to a Change in Control, his employment is terminated without Cause or Disability or if he resigns as a result of a material breach of this Agreement by Employer.

Termination Without Cause or Disability. Employer may terminate --------------------------------------- Executive's employment without Cause or Disability at any time. Prior to a Change in Control, in the event Employer terminates Executive's employment for other than Cause or Disability, or if Executive resigns because of a material breach of this Agreement by Employer, Executive shall be entitled to continue to receive for a period of nine (9) months following the effective date of the termination: (i) his her base salary as provided in Section 3, as the same may have been increased by Employer's Board of Directors or Compensation Committee; (ii) all benefits theretofore being provided to him her as provided in Section 5; (iii) any deferred salary, bonuses and other compensation, but subject to the terms of any applicable plan or deferral agreement; and, within 60 days after the effective date of his her termination, he she shall be paid the prorated portion (based on the portion of the fiscal year served prior to termination) of the bonus that Executive would have earned pursuant to Section 4 for that fiscal year, as if all the primary targets in respect of that year had been achieved and, based thereon, the maximum discretionary bonuses had been paid. The amounts and rights to which Executive may be entitled in respect of any outstanding restricted stock grants, stock options, stock appreciation rights and supplemental retirement benefit arrangements shall be determined in accordance with the applicable plans and/or any applicable agreements. The foregoing and Section 9 of this Agreement shall be Executive's sole and exclusive remedy if, prior to a Change in Control, his her employment is terminated without Cause or Disability or if he she resigns as a result of a material breach of this Agreement by Employer.