Common use of Termination Without Cause or Termination for Good Reason Clause in Contracts

Termination Without Cause or Termination for Good Reason. The Corporation shall be permitted to terminate the Executive's employment hereunder without Cause and the Executive shall be permitted to terminate Executive's employment hereunder for Good Reason. For purposes of this Agreement, such a termination of employment by the Executive shall constitute a "Termination for Good Reason" only if effected in accordance with the notice provisions of Section 6.7(b). If the Corporation terminates the Executive's employment hereunder without Cause, other than due to death or Disability, or if the Executive effects a Termination for Good Reason, the Executive shall be entitled to receive: (a) the product of any annual bonus paid or payable (and annualized for any fiscal year consisting of less than 12 months) to Executive for the most recently completed fiscal year during the Term of Employment (unless in the case of termination by the Corporation without Cause, in which case, such product will be determined by reference to the highest annual bonus paid or payable under this Agreement during the Term of Employment)and a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365. (b) a lump sum payment in an amount equal to the present value of Base Salary owed through the later to occur of (i) the second anniversary of such termination, or (ii) the end of the Term of Employment; (c) any deferred compensation (including, without limitation, interest or other credits on the deferred amounts) and any accrued vacation pay; (d) reimbursement for expenses incurred, but not paid prior to such termination of employment; and (e) any other compensation or benefits which may be owed or provided to the Executive in accordance with the terms and provisions of any applicable agreements, plans and programs of or made by the Corporation and/or the Subsidiary.

Termination Without Cause or Termination for Good Reason. If the Executive’s employment is terminated by the Company for any reason other than Cause (as defined in Section 6(c) hereof), the Executive’s Disability (as defined in Section 6(e) hereof), or the Executive’s death, or if the Executive’s employment is terminated by the Executive for Good Reason (as defined in Section 6(a)(2) hereof), then the Company shall pay the Executive (x) the Accrued Amounts (as defined below) and (y) subject to the following sentence, the Severance Package. The Corporation payment of the Severance Package to the Executive under this Section 6(a) shall (i) be contingent upon the execution by the Executive of a general release in favor of the Company, which shall be permitted similar in scope to terminate the Company’s current standard release agreement form attached hereto as Exhibit B, as it may be amended from time to time to reflect changes or expansions of relevant laws and regulations and as reflected in updates to the Company’s standard release agreement form (the “Release”) and (ii) constitute the sole remedy of the Executive in the event of a termination of the Executive's ’s employment hereunder without Cause in the circumstances set forth in this Section 6(a). Except as expressly provided herein or in another agreement between the Company and the Executive Executive, the Severance Package shall not be subject to any duty to mitigate damages by the Executive, nor any set off or reduction due to the Executive’s post-termination employment, provided such post-termination employment does not contravene any agreement between the Company and the Executive. The Accrued Amounts shall be permitted to terminate Executive's employment hereunder for Good Reason. payable in a lump sum within ten (10) days of termination of employment. (1) For purposes of this Agreement, such a termination the “Accrued Amounts” shall mean the Executive’s Base Salary, any declared but unpaid bonus, any accrued but unused vacation and any other earned but unpaid amounts payable to him hereunder, in each case as accrued through the last day of his actual employment by the Executive shall constitute a "Termination for Good Reason" only if effected in accordance with the notice provisions of Section 6.7(b). If the Corporation terminates the Executive's employment hereunder without Cause, other than due to death or Disability, or if the Executive effects a Termination for Good Reason, the Executive shall be entitled to receive: (a) the product of any annual bonus paid or payable (and annualized for any fiscal year consisting of less than 12 months) to Executive for the most recently completed fiscal year during the Term of Employment (unless in the case of termination by the Corporation without Cause, in which case, such product will be determined by reference to the highest annual bonus paid or payable under this Agreement during the Term of Employment)and a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365Company. (b) a lump sum payment in an amount equal to the present value of Base Salary owed through the later to occur of (i) the second anniversary of such termination, or (ii) the end of the Term of Employment; (c) any deferred compensation (including, without limitation, interest or other credits on the deferred amounts) and any accrued vacation pay; (d) reimbursement for expenses incurred, but not paid prior to such termination of employment; and (e) any other compensation or benefits which may be owed or provided to the Executive in accordance with the terms and provisions of any applicable agreements, plans and programs of or made by the Corporation and/or the Subsidiary.

Termination Without Cause or Termination for Good Reason. Subject to Section 6(i), if Executive’s employment is terminated by the Company for any reason other than Cause (as defined in Section 6(c)), Executive’s Disability (as defined in Section 6(e)), or Executive’s death, or if Executive’s employment is terminated by Executive for Good Reason (as defined in Section 6(a)(2)), then the Company shall pay Executive (x) the Accrued Amounts (as defined below) and (y) subject to the limitations described in this Agreement, the Severance Package. The Corporation payment of the Severance Package to Executive under this Section 6(a) shall (i) be contingent upon the execution by Executive of a general release in favor of the Company in substantially the form attached hereto as Exhibit C, provided that if changes or expansions of relevant laws and regulations would result in Exhibit C in the form thereof as of the date of this Agreement failing to achieve the intent thereof as reflected by the form thereof as of the date of this Agreement (the “Initial Intent”), and if it is possible to modify Exhibit C so as to effect the Initial Intent notwithstanding such changes or expansions of relevant laws or regulations, then Exhibit C will be modified to the extent necessary to preserve the Initial Intent (the “Release”); (ii) constitute the sole remedy of Executive in the event of a termination of Executive’s employment in the circumstances set forth in this Section 6(a); and (iii) be subject to the Agreement re Specified Acts. Except as expressly provided herein or in the Agreement re Specified Acts or in another agreement between the Company and Executive, the Severance Package shall not be subject to any duty to mitigate damages by Executive, nor any set off or reduction due to Executive’s post-termination employment, provided such post-termination employment does not contravene any agreement between the Company and Executive. The Accrued Amounts shall be permitted to terminate the Executive's employment hereunder without Cause and the Executive shall be permitted to terminate Executive's employment hereunder for Good Reason. payable in a lump sum within ten (10) days of termination of employment, or earlier if required by applicable law. (1) For purposes of this Agreement, such a termination the “Accrued Amounts” shall mean Executive’s earned but unpaid Base Salary, any declared but unpaid bonus, any accrued but unused vacation and any other earned but unpaid amounts payable to him hereunder, in each case as accrued through the last day of his actual employment by the Executive shall constitute a "Termination for Good Reason" only if effected in accordance with the notice provisions of Section 6.7(b). If the Corporation terminates the Executive's employment hereunder without Cause, other than due to death or Disability, or if the Executive effects a Termination for Good Reason, the Executive shall be entitled to receive: (a) the product of any annual bonus paid or payable (and annualized for any fiscal year consisting of less than 12 months) to Executive for the most recently completed fiscal year during the Term of Employment (unless in the case of termination by the Corporation without Cause, in which case, such product will be determined by reference to the highest annual bonus paid or payable under this Agreement during the Term of Employment)and a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365Company. (b) a lump sum payment in an amount equal to the present value of Base Salary owed through the later to occur of (i) the second anniversary of such termination, or (ii) the end of the Term of Employment; (c) any deferred compensation (including, without limitation, interest or other credits on the deferred amounts) and any accrued vacation pay; (d) reimbursement for expenses incurred, but not paid prior to such termination of employment; and (e) any other compensation or benefits which may be owed or provided to the Executive in accordance with the terms and provisions of any applicable agreements, plans and programs of or made by the Corporation and/or the Subsidiary.

Termination Without Cause or Termination for Good Reason. The Upon seven (7) days prior written notice to the Executive, AAI and the Corporation shall be permitted to may terminate the Executive's ’s employment hereunder without Cause Cause, and upon thirty (30) days notice to AAI and the Corporation, the Executive shall be permitted to may terminate Executive's his employment hereunder for Good Reason. For purposes of this Agreement, such a termination of employment by the Executive shall constitute a "Termination for Good Reason" only if effected in accordance with the notice provisions of Section 6.7(b). If AAI and the Corporation terminates terminate the Executive's ’s employment hereunder without Cause, other than due to death or Disability, or if the Executive effects a Termination terminates his employment for Good Reason, the Executive shall be entitled to receivereceive from AAI and the Corporation without duplication the following: (a) a lump sum payment equal in amount to 117% of the product sum of (i) the Executive’s Base Salary (as provided for by Section 5.1 of this Agreement), and (ii) the highest of either the 2001 Annual Bonus, 2002 Annual Bonus, or any other annual or incentive bonus paid or payable (and annualized for any fiscal year consisting of less than 12 months) to Executive for the most recently completed fiscal year during the Term of Employment (unless in the case of termination by the Corporation without Cause, in which case, such product will be determined by reference awarded to the highest annual bonus paid or payable under this Agreement during the Term of Employment)and a fraction, the numerator of which is the number of days in the current fiscal year through Executive within five (5) years prior to the Date of Termination; provided, and however, if Executive has received a Change in Control Payment under Section 6.6 prior to the denominator Date of which is 365.Termination under this Section 6.3, then the lump sum payment described immediately above shall not be due; (b) a lump sum payment in an amount equal to the present value of any Base Salary owed through the later to occur of (i) the second anniversary of such terminationaccrued or any 2001 Annual Bonus, or (ii) the end 2002 Annual Bonus, and LTIP Award awarded but not yet paid as of the Term Date of EmploymentTermination; (c) any deferred compensation (including, without limitation, interest or other credits on a lump sum payment of accrued but unused vacation through the deferred amounts) and any accrued vacation payDate of Termination; (d) reimbursement for of all expenses incurred, but not yet paid prior to such termination of employment; and; (e) any other compensation or and benefits which as may be owed or provided to the Executive in accordance with the terms and provisions of any applicable agreements, plans and or programs of the Corporation and AAI, except any other severance benefit of AAI or made the Corporation. In the case of termination by Executive for Good Reason pursuant to this Section 6.3, AAI and the Corporation shall be given written notice that the Executive intends to terminate his employment hereunder for Good Reason. Such written notice, given in accordance with Section 6.7 of this Agreement, shall specify the particular act or acts, or failure to act, which is or are the basis for the decision to so terminate the Executive’s employment for Good Reason. Upon failure of AAI and the Corporation, as fairly and reasonably determined by the Executive, within the thirty (30) day notice period referred to above, to correct such act or failure to act, or if AAI and the Corporation and/or fail to meet with the SubsidiaryExecutive after being provided an opportunity to do so, the Executive’s employment by AAI and the Corporation shall be automatically terminated under this Section 6.3 for Good Reason as of the date determined under Section 1.5 of this Agreement.

Termination Without Cause or Termination for Good Reason. The Corporation shall be permitted to Partnership may terminate the Executive's employment hereunder under the Employment Agreement and this Second Amendment without Cause (as defined in Section 4.2 of the Employment Agreement save that references in that Section to "the Company" shall be deemed hereafter to refer to the "Partnership, Simon Global, ERE or BEG") and the Executive shall be permitted to may terminate Executive's his employment hereunder for Good Reason. For purposes of this Agreement, such a termination of employment by the Executive shall constitute a "Termination for Good Reason" only if effected in accordance with the notice provisions of Section 6.7(b). If the Corporation Partnership terminates the Executive's employment hereunder under the Employment Agreement and Second Amendment without Cause, Cause other than due to death or DisabilityDisability (as defined in the Employment Agreement), or if the Executive effects a Termination terminates his employment for Good Reason, the Executive shall be entitled to receive: (a) receive from the product of Partnership any annual Base Salary and bonus earned but not yet paid or payable (and annualized for any fiscal year consisting of less than 12 months) to Executive for as at the most recently completed fiscal year during the Term of Employment (unless in the case date of termination by the Corporation without Causeof employment, in which case, such product will be determined by reference to the highest annual bonus paid or payable under this Agreement during the Term of Employment)and a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365. (b) a lump sum payment in an amount equal to the present value of Base Salary owed through the later to occur of (i) the second anniversary of such termination, or (ii) the end of the Term of Employment; (c) any deferred compensation (including, without limitation, interest or other credits on the deferred amounts) and any accrued vacation pay; (d) , reimbursement for reimbursable expenses incurred, incurred but not paid prior to such termination of employment and also a severance payment equivalent to his Base Salary and pro-rated discretionary bonus from the date of termination of employment through 31 October 2005 (the "Severance Payment") provided that: (a) The Severance Payment shall not be less than the Executive would have received if he was terminated without Cause under the Partnership's applicable severance policy at that time and taking into account his years of service with CPI, SPG Inc. and the Partnership; and (b) The Base Salary and bonus referred to in this Section 4.3 comprises the total Base Salary together with the sum of the most recent bonuses paid for the preceding bonus year to the Executive prior to the termination of his employment as determined under the Employment Agreement, this Second Amendment, the UK Agreement and the Secondment Agreements, but the Severance Payment from the Partnership will be reduced proportionately by any amounts received or due to be received by the Executive in respect of his overall severance payment entitlements under the UK Employment Agreement and/or the French Secondment Agreement and/or the Luxembourg Secondment Agreement; and (c) The Severance Payment shall be paid after deduction of any applicable tax and social security payments. (d) In addition, the Director shall be entitled to: (i) All outstanding options granted to Executive to purchase common stock under the Partnership's or SPG Inc.'s options plans shall remain exercisable until the end of the original term of such options without regard to Executive's termination of employment; and (eii) At the date of termination, SPG Inc. shall distribute the split dollar life insurance policy (if any) in effect on the life of the Executive without requiring the Executive to repay any other compensation premium paid by the Partnership, SPG Inc. or benefits which may its predecessor company; and (iii) The Executive shall be owed or entitled to keep any computer and/or software provided to the Executive by the Partnership or SPG Inc., for home or travel use for no consideration. For the purposes of this Section 4.3, "Good Reason" means and shall be deemed to exist if, without the prior express written consent of the Executive, (a) the Executive is assigned any duties or responsibilities inconsistent in any material respect with the scope of the duties or responsibilities associated with the Executive's titles or positions under the Employment Agreement as amended by this Second Amendment, the UK Employment Agreement or the Secondment Agreements; (b) the Executive suffers a reduction in the duties, responsibilities or effective authority associated with his titles and positions, as set forth and described in the Employment Agreement as amended by the Second Amendment, the UK Employment Agreement or the Secondment Agreements; (c) the Executive is not appointed to, or is removed from, the offices or positions provided for in the Employment Agreement as amended by this Second Amendment, the UK Employment Agreement or the Secondment Agreements; (d) the Executive's compensation is decreased by the Partnership, or the Executive's benefits under any employee benefit or health or welfare plans or programs of the Partnership are in the aggregate materially decreased; (e) the Partnership fails to obtain the full assumption of this Agreement by a successor entity in accordance with Section 6.4 of the Employment Agreement; (f) the Partnership fails to use its reasonable best efforts to maintain, or cause to be maintained, adequate directors and officers liability insurance coverage for the Executive; (g) without the Executive's express written consent, the Partnership's requiring the Executive's work location to be other than in the County of New York, New York, or Xxxxxx County, Florida, or in Paris, France in respect of the French Secondment Agreement, or in Luxembourg in respect of the Luxembourg Secondment Agreement, or in London, England in respect of the UK Employment Agreement or otherwise if mutually agreed in connection with the expansion of the Partnership's or SPG, Inc.'s overseas operations; (h) the Partnership purports to terminate the Executive's employment for Cause (as defined in Section 4.2 of the Employment Agreement and amended in Section 4.3 of this Second Amendment) and such a purported termination of employment is not effected in accordance with the terms and provisions requirements of any applicable agreements, plans and programs of or made the Employment Agreement as amended by the Corporation and/or the Subsidiarythis Second Amendment.

Termination Without Cause or Termination for Good Reason. Subject to Section 6(i), if Executive’s employment is terminated by the Company for any reason other than Cause (as defined in Section 6(c)), Executive’s Disability (as defined in Section 6(e)), or Executive’s death, or if Executive’s employment is terminated by Executive for Good Reason (as defined in Section 6(a)(2)), then the Company shall pay Executive (x) the Accrued Amounts (as defined below) and (y) subject to the limitations described in this Agreement, the Severance Package. The Corporation payment of the Severance Package to Executive under this Section 6(a) shall (i) be contingent upon the execution by Executive of a general release in favor of the Company in substantially the form attached hereto as Exhibit C, provided that if changes or expansions of relevant laws and regulations would result in Exhibit C in the form thereof as of the date of this Agreement failing to achieve the intent thereof as reflected by the form thereof as of the date of this Agreement (the “Initial Intent”), and if it is possible to modify Exhibit C so as to effect the Initial Intent notwithstanding such changes or expansions of relevant laws or regulations, then Exhibit C will be modified to the extent necessary to preserve the Initial Intent (the “Release”); (ii) constitute the sole remedy of Executive in the event of a termination of Executive’s employment in the circumstances set forth in this Section 6(a); and (iii) be subject to the Agreement re Specified Acts. Except as expressly provided herein or in the Agreement re Specified Acts or in another agreement between the Company and Executive, the Severance Package shall not be subject to any duty to mitigate damages by Executive, nor any set off or reduction due to Executive’s post-termination employment, provided such post-termination employment does not contravene any agreement between the Company and Executive. The Accrued Amounts shall be permitted to terminate the Executive's employment hereunder without Cause and the Executive shall be permitted to terminate Executive's employment hereunder for Good Reason. payable in a lump sum within ten (10) days of termination of employment, or earlier if required by applicable law. (1) For purposes of this Agreement, such a termination the “Accrued Amounts” shall mean Executive’s Base Salary, any declared but unpaid bonus, any accrued but unused vacation and any other earned but unpaid amounts payable to him hereunder, in each case as accrued through the last day of his actual employment by the Executive shall constitute a "Termination for Good Reason" only if effected in accordance with the notice provisions of Section 6.7(b). If the Corporation terminates the Executive's employment hereunder without Cause, other than due to death or Disability, or if the Executive effects a Termination for Good Reason, the Executive shall be entitled to receive: (a) the product of any annual bonus paid or payable (and annualized for any fiscal year consisting of less than 12 months) to Executive for the most recently completed fiscal year during the Term of Employment (unless in the case of termination by the Corporation without Cause, in which case, such product will be determined by reference to the highest annual bonus paid or payable under this Agreement during the Term of Employment)and a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365Company. (b) a lump sum payment in an amount equal to the present value of Base Salary owed through the later to occur of (i) the second anniversary of such termination, or (ii) the end of the Term of Employment; (c) any deferred compensation (including, without limitation, interest or other credits on the deferred amounts) and any accrued vacation pay; (d) reimbursement for expenses incurred, but not paid prior to such termination of employment; and (e) any other compensation or benefits which may be owed or provided to the Executive in accordance with the terms and provisions of any applicable agreements, plans and programs of or made by the Corporation and/or the Subsidiary.

Termination Without Cause or Termination for Good Reason. The Corporation shall be permitted to Company may terminate the Executive's ’s employment hereunder without Cause (as defined below) and the Executive shall be permitted to may terminate Executive's his employment hereunder for Good Reason. For purposes of this Agreement, such a termination of employment by the Executive shall constitute a "Termination for Good Reason" only if effected in accordance with the notice provisions of Section 6.7(bReason (as defined below). If the Corporation Company terminates the Executive's ’s employment hereunder without Cause, other than due to death or Disability, or if the Executive effects a Termination terminates his employment for Good Reason, the Executive shall be entitled subject to receivethe Executive’s executing (and not revoking within any statutory revocation period) the Company’s Separation and Release Agreement in the form submitted by the Company’s Human Resources Department within fifty (50) days after such submission, to: (a) an amount equal to 200% of the product sum of any (A) his then annual bonus paid or payable Base Salary plus (and annualized for any fiscal year consisting of less than 12 monthsB) to Executive for the most recently completed fiscal year his annual bonus, if any, earned during the Term of Employment immediately preceding calendar year, such payments to be made, subject to Section VII.J below, sixty (unless in 60) days after the case date of termination by the Corporation without Cause, in which case, such product will be determined by reference to the highest annual bonus paid or payable of employment under this Agreement during the Term of Employment)and a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365.Section VI.C; (b) a lump sum payment in an amount equal to the present value of any Base Salary owed through the later to occur of (i) the second anniversary of such termination, or (ii) the end earned but not yet paid as of the Term date of Employmenttermination to be paid in accordance with the Company’s regular payroll practice (as in effect at the time of termination); (c) any deferred compensation (includingannual bonus for the year prior to the year of termination awarded and earned in accordance with the Company’s annual bonus proposed but not yet paid, without limitation, interest or other credits on to be paid at the deferred amounts) and any accrued vacation paytime such annual bonus would otherwise be due under Section IV.C above; (d) reimbursement for all out-of-pocket expenses that are reimbursable pursuant to Section IV.D and that are incurred, but not paid yet paid, prior to such termination of employment; (e) continuation of the Executive’s and his dependent’s health benefits, if any, at the level in effect on the date of termination through the earlier to occur of (i) twelve (12) months from such termination of employment or (ii) the date Executive commences employment with another entity; and (ef) immediate vesting of Executive’s stock options; Executive may exercise such options within three hundred sixty (360) days of the date of termination of employment. If the Executive intends to terminate his employment for Good Reason, the Executive shall give written notice to the Company which notice shall specify the particular act or acts, or failure to act, which is or are the purported basis for the termination of his employment for Good Reason and such notice shall be given not later than ninety (90) days after the occurrence of such act or failure to act. The Company shall be given the opportunity for a period of forty-five (45) days after its receipt of such notice to correct such act or acts or failure to act. Upon failure of the Company, within such forty-five (45) day period, to correct such act or failure to act, the Executive’s employment by the Company shall automatically be terminated under this Section VI.C for Good Reason. For purposes of this Agreement, “Cause” means (i) Unauthorized use or disclosure of the confidential information or trade secrets of the Company in violation of Article V; (ii) Conviction of, or a plea of “guilty” or “no contest” to, a felony under the laws of the United States or any other compensation state thereof; (iii) Embezzlement or benefits which may be owed misappropriation of the assets of the Company; (iv) Misconduct or provided gross negligence in the performance of duties assigned to the Executive in accordance with under this Agreement; or (v) Willful failure to carry out the terms good faith, lawful direction of the Board which continues for a period of ten (10) days after notice of the specific failure and provisions of any applicable agreements, plans and programs of or made by the Corporation and/or the Subsidiaryrequested action.

Termination Without Cause or Termination for Good Reason. The Corporation shall be permitted to Company may terminate the ExecutiveEmployee's employment hereunder without Cause cause and the Executive shall be permitted to Employee may terminate ExecutiveEmployee's employment hereunder for Good Reason. For purposes of this Agreement, such a termination of employment by the Executive shall constitute a "Termination for Good Reason" only if effected in accordance with the notice provisions of Section 6.7(b)good reason. If the Corporation Company terminates the ExecutiveEmployee's employment hereunder without Cause, other than due to death or Disabilitycause, or if the Executive effects a Termination Employee terminates Employee's employment hereunder for Good Reasongood reason, the Executive Employment Period shall end and the Employee shall only be entitled to receive: (ai) the product of any Base Salary accrued or annual bonus awarded and earned but not yet paid or payable (and annualized for any fiscal year consisting as of less than 12 months) to Executive for the most recently completed fiscal year during the Term of Employment (unless in the case actual date of termination by of the Corporation without Cause, in which case, such product will be determined by reference to Employee's employment with the highest annual bonus paid or payable under this Agreement during the Term of Employment)and a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365. Company; (bii) a lump sum payment in an amount equal to the present value of Employee's annual Base Salary owed through as provided in Section 4(a) above; (iii) continuation of the later to occur health and welfare benefits of the Employee, as set forth in Section 4(c) above, or the economic equivalent thereof, at the same cost and level in effect on the date of termination of the Employee's employment with the Company for one (i1) year after such date of termination; and (iv) the second anniversary of right to exercise immediately any stock options and to freely trade any restricted stock granted to the Employee which, but for such termination, would have become exercisable or (ii) tradable, as the end case may be, within one year of the Term date of Employment; (c) any deferred compensation (including, without limitation, interest or other credits on the deferred amounts) and any accrued vacation pay; (d) reimbursement for expenses incurred, but not paid prior to such termination without cause or for good reason. If the Employee's employment is to be terminated without cause, the Company shall give the Employee thirty (30) days prior written notice of its intent to so terminate the Employee's employment; and . If the Employee intends to terminate Employee's employment for good reason, the Employee agrees to give the Company at least thirty (e30) any other compensation or benefits which may be owed or provided to the Executive in accordance with the terms and provisions of any applicable agreements, plans and programs of or made by the Corporation and/or the Subsidiarydays prior written notice.

Termination Without Cause or Termination for Good Reason. If the Executive’s employment is terminated by the Company for any reason other than Cause (as defined in Section 6(c) hereof), the Executive’s Disability (as defined in Section 6(e) hereof), or the Executive’s death, or if the Executive’s employment is terminated by the Executive for Good Reason (as defined in Section 6(a)(2) hereof), then the Company shall pay the Executive (x) the Accrued Amounts (as defined below) and (y) subject to the following sentence, the Severance Package. The Corporation payment of the Severance Package to the Executive under this Section 6(a) shall (i) be contingent upon the execution by the Executive of a general release in favor of the Company in substantially the form attached hereto as Exhibit B, provided that if changes or expansions of relevant laws and regulations would result in Exhibit B in the form thereof as of the date of this Agreement failing to achieve the intent thereof as reflected by the form thereof as of the date of this Agreement (the “Initial Intent”), and if it is possible to modify Exhibit B so as to effect the Initial Intent notwithstanding such changes or expansions of relevant laws or regulations, then Exhibit B will be modified to the extent necessary to preserve the Initial Intent (the “Release”) and (ii) constitute the sole remedy of the Executive in the event of a termination of the Executive’s employment in the circumstances set forth in this Section 6(a). Except as expressly provided herein or in another agreement between the Company and the Executive, the Severance Package shall not be subject to any duty to mitigate damages by the Executive, nor any set off or reduction due to the Executive’s post-termination employment, provided such post-termination employment does not contravene any agreement between the Company and the Executive. The Accrued Amounts shall be permitted to terminate the Executive's employment hereunder without Cause and the Executive shall be permitted to terminate Executive's employment hereunder for Good Reason. payable in a lump sum within ten (10) days of termination of employment. (1) For purposes of this Agreement, such a termination the “Accrued Amounts” shall mean the Executive’s Base Salary, any declared but unpaid bonus, any accrued but unused vacation and any other earned but unpaid amounts payable to him hereunder, in each case as accrued through the last day of his actual employment by the Executive shall constitute a "Termination for Good Reason" only if effected in accordance with the notice provisions of Section 6.7(b). If the Corporation terminates the Executive's employment hereunder without Cause, other than due to death or Disability, or if the Executive effects a Termination for Good Reason, the Executive shall be entitled to receive: (a) the product of any annual bonus paid or payable (and annualized for any fiscal year consisting of less than 12 months) to Executive for the most recently completed fiscal year during the Term of Employment (unless in the case of termination by the Corporation without Cause, in which case, such product will be determined by reference to the highest annual bonus paid or payable under this Agreement during the Term of Employment)and a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365Company. (b) a lump sum payment in an amount equal to the present value of Base Salary owed through the later to occur of (i) the second anniversary of such termination, or (ii) the end of the Term of Employment; (c) any deferred compensation (including, without limitation, interest or other credits on the deferred amounts) and any accrued vacation pay; (d) reimbursement for expenses incurred, but not paid prior to such termination of employment; and (e) any other compensation or benefits which may be owed or provided to the Executive in accordance with the terms and provisions of any applicable agreements, plans and programs of or made by the Corporation and/or the Subsidiary.

Termination Without Cause or Termination for Good Reason. The Corporation shall be permitted to terminate the Executive's employment hereunder without Cause and the Executive shall be permitted to terminate Executive's his employment hereunder for Good Reason. For purposes of this Agreement, such a termination of employment by the Executive shall constitute a "Termination for Good Reason" only if effected affected in accordance with the notice provisions of Section 6.7(b). If the Corporation terminates the Executive's employment hereunder without Cause, other than due to death or Disability, or if the Executive effects a Termination for Good Reason, the Executive shall be entitled to receive: (a) Base Salary at the product rate in effect (as provided for by Section 5.1 of any annual bonus paid or payable (and annualized for any fiscal year consisting of less than 12 monthsthis Agreement) to Executive for the most recently completed fiscal year during the Term of Employment (unless in the case of termination by the Corporation without Cause, in which case, such product will be determined by reference to the highest annual bonus paid or payable under this Agreement during the Term of Employment)and a fraction, the numerator of which is the number of days in the current fiscal year through on the Date of Termination, and the denominator of which is 365. (b) a lump sum payment in an amount equal to the present value of Base Salary owed Termination through the later to occur of (i) the second anniversary of such termination, or (ii) the end of the Term of EmploymentEmployment (which Term of Employment shall include extensions thereof in accordance with Section 3 only to the extent that the deadline for canceling the extension or extensions occurred prior to the date on which the applicable written termination notice was provided, with no cancellation of extension notice filed in accordance with Section 3(b)); (b) an aggregate amount equal to the two largest Incentive Bonuses or other annual bonuses previously received by Executive from the Corporation not to exceed $2 million in the aggregate; (c) any deferred compensation (including, without limitation, interest or other credits on the deferred amounts) and any accrued vacation pay; (d) reimbursement for expenses incurred, but not paid prior to such termination of employment; and (e) any other compensation or benefits which may be owed or provided to the Executive in accordance with the terms and provisions of any applicable agreements, plans and programs of or made by the Corporation and/or the Subsidiary. Anything in this Agreement to the contrary notwithstanding, in the event of the termination of Executive's employment pursuant to this Section 6.3, (x) the Corporation's obligation to issue Restricted Stock under this Agreement and in accordance with the Restricted Stock Agreement will not be terminated or otherwise affected, as if the Term of Employment continued without giving effect to such termination, and any vesting or service requirements under any outstanding Restricted Stock granted to the Executive prior to, at the time of, or after his termination of employment that are associated with the Executive's employment by the Corporation (and any Prior Restricted Stock and Prior Stock Units) will be deemed to be fully satisfied upon such termination or, if later; at the time of grant, and (y) any vesting or service requirements under any outstanding Options granted to the Executive prior to his termination of employment or any Options granted on or after his Date of Termination, that are associated with the Executive's employment by the Corporation (and any Prior Options) will be deemed to be fully satisfied upon such termination or if later, at the time such option is granted, and the options issued to and exercisable by Executive will be exercisable at any time during the three years following such Date of Termination or, for Options granted as of a date after the Date of Termination, three years following the date of grant. Anything in this Agreement to the contrary notwithstanding, if the Executive is employed by the Corporation through the end of the Term of Employment, and his employment terminates by reason of a failure to extend the Term of Employment (regardless of whether such failure to extend occurs by reason of a notice from either the Executive or the Corporation that the Agreement will not be extended in accordance with Section 3(b) or by reason of a failure of the parties to further extend the Agreement following the end of the Term of Employment as set forth in Section 3), the Executive shall be treated as having completed any service required for full vesting under any outstanding Options, Restricted Stock, Prior Options, Prior Restricted Stock, Prior Stock Units, as well as any other compensation accrued prior to the termination of employment if the right to such compensation is contingent on completion of service for vesting. Nothing in the preceding sentence shall be construed to require the vesting in compensation for the Executive if the written terms of the compensation provide for a different vesting schedule and such compensation is not required to be provided by this Agreement, the 2002 Agreement, the 1997 Agreement, or the 1994 Agreement.

Termination Without Cause or Termination for Good Reason. The Upon seven (7) days prior written notice to the Executive, AAI and the Corporation shall be permitted to may terminate the Executive's employment hereunder without Cause Cause, and upon thirty (30) days notice to AAI and the Corporation, the Executive shall be permitted to may terminate Executive's his employment hereunder for Good Reason. For purposes of this Agreement, such a termination of employment by the Executive shall constitute a "Termination for Good Reason" only if effected in accordance with the notice provisions of Section 6.7(b). If AAI and the Corporation terminates terminate the Executive's employment hereunder without Cause, other than due to death or Disability, or if the Executive effects a Termination terminates his employment for Good Reason, the Executive shall be entitled to receivereceive from AAI and the Corporation without duplication the following: (a) a lump sum payment equal in amount to 117% of the product sum of (i) the Executive's Base Salary (as provided for by Section 5.1 of this Agreement), and (ii) the highest of either the 2001 Annual Bonus, 2002 Annual Bonus, or any other annual or incentive bonus paid or payable (and annualized for any fiscal year consisting of less than 12 months) to Executive for the most recently completed fiscal year during the Term of Employment (unless in the case of termination by the Corporation without Cause, in which case, such product will be determined by reference awarded to the highest annual bonus paid or payable under this Agreement during the Term of Employment)and a fraction, the numerator of which is the number of days in the current fiscal year through Executive within five (5) years prior to the Date of Termination, and the denominator of which is 365.; (b) a lump sum payment in an amount equal to the present value of any Base Salary owed through the later to occur of (i) the second anniversary of such terminationaccrued or any 2001 Annual Bonus, or (ii) the end 2002 Annual Bonus, and LTIP Award awarded but not yet paid as of the Term Date of EmploymentTermination; (c) any deferred compensation (including, without limitation, interest or other credits a lump sum payment on the deferred amounts) and any accrued vacation payDate of Termination of the Deferred Payment; (d) a lump sum payment of accrued but unused vacation through the Date of Termination; (e) reimbursement for of all expenses incurred, but not yet paid prior to such termination of employment; and (ef) any other compensation or and benefits which as may be owed or provided to the Executive in accordance with the terms and provisions of any applicable agreements, plans and or programs of the Corporation and AAI, except any other severance benefit of AAI or made the Corporation. In the case of termination by Executive for Good Reason pursuant to this Section 6.3, AAI and the Corporation shall be given written notice that the Executive intends to terminate his employment hereunder for Good Reason. Such written notice, given in accordance with Section 6.7 of this Agreement, shall specify the particular act or acts, or failure to act, which is or are the basis for the decision to so terminate the Executive's employment for Good Reason. Upon failure of AAI and the Corporation, as fairly and reasonably determined by the Executive, within the thirty (30) day notice period referred to above, to correct such act or failure to act, or if AAI and the Corporation and/or fail to meet with the SubsidiaryExecutive after being provided an opportunity to do so, the Executive's employment by AAI and the Corporation shall be automatically terminated under this Section 6.3 for Good Reason as of the date determined under Section 1.5 of this Agreement.

Termination Without Cause or Termination for Good Reason. If the Executive’s employment is terminated by the Company for any reason other than Cause (as defined in Section 6(c) hereof), the Executive’s Disability (as defined in Section 6(e) hereof), or the Executive’s death, or if the Executive’s employment is terminated by the Executive for Good Reason (as defined in Section 6(a)(2) hereof), then the Company shall pay the Executive (x) the Accrued Amounts (as defined below) and (y) subject to the following sentence, the Severance Package. The Corporation payment of the Severance Package to the Executive under this Section 6(a) shall (i) be contingent upon the execution by the Executive of a general release in favor of the Company, which shall be permitted similar in scope to terminate the Company’s current standard release agreement form attached hereto as Exhibit D, as it may be amended from time to time to reflect changes or expansions of relevant laws and regulations and as reflected in updates to the Company’s standard release agreement form (the “Release”)and (ii) constitute the sole remedy of the Executive in the event of a termination of the Executive's ’s employment hereunder without Cause in the circumstances set forth in this Section 6(a). Except as expressly provided herein or in another agreement between the Company and the Executive Executive, the Severance Package shall not be subject to any duty to mitigate damages by the Executive, nor any set off or reduction due to the Executive’s post-termination employment, provided such post-termination employment does not contravene any agreement between the Company and the Executive. The Accrued Amounts shall be permitted to terminate Executive's employment hereunder for Good Reason. payable in a lump sum within ten (10) days of termination of employment. (1) For purposes of this Agreement, such a termination the “Accrued Amounts” shall mean the Executive’s Base Salary, any declared but unpaid bonus, any accrued but unused vacation and any other earned but unpaid amounts payable to him hereunder, in each case as accrued through the last day of his actual employment by the Executive shall constitute a "Termination for Good Reason" only if effected in accordance with the notice provisions of Section 6.7(b). If the Corporation terminates the Executive's employment hereunder without Cause, other than due to death or Disability, or if the Executive effects a Termination for Good Reason, the Executive shall be entitled to receive: (a) the product of any annual bonus paid or payable (and annualized for any fiscal year consisting of less than 12 months) to Executive for the most recently completed fiscal year during the Term of Employment (unless in the case of termination by the Corporation without Cause, in which case, such product will be determined by reference to the highest annual bonus paid or payable under this Agreement during the Term of Employment)and a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365Company. (b) a lump sum payment in an amount equal to the present value of Base Salary owed through the later to occur of (i) the second anniversary of such termination, or (ii) the end of the Term of Employment; (c) any deferred compensation (including, without limitation, interest or other credits on the deferred amounts) and any accrued vacation pay; (d) reimbursement for expenses incurred, but not paid prior to such termination of employment; and (e) any other compensation or benefits which may be owed or provided to the Executive in accordance with the terms and provisions of any applicable agreements, plans and programs of or made by the Corporation and/or the Subsidiary.