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

Termination Without Cause or With Good Reason. If (i) the Company shall terminate the Executive's employment other than pursuant to Section 4.1 (upon death or Disability) or Section 4.2 (for Cause) or (ii) the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the date of termination the aggregate of the following amounts: (A) the sum of (1) the Executive's annual Base Salary through the date of termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the highest Annual Bonus (annualized in the case of any partial year) paid to the Executive with respect to any of the three fiscal years preceding the fiscal year in which the date of termination occurs (excluding therefrom the value of stock-based incentives) and (II) the Executive's annual target bonus opportunity in cash in effect for fiscal 2002 immediately before the Filing Date (such higher amount of (I) and (II) being referred to as the "Highest Annual Bonus"), and (y) 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 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) are hereinafter referred to as the "Accrued Obligations"); and (B) if the date of termination occurs during the period in which Xxxxx X. Xxxxxxxx serves as either the Chief Executive Officer or the Chairman of the Board of Directors of the Company, the amount equal to the product of (1) one and (2) the sum of (x) the Executive's annual Base Salary as in effect at the date of termination and (y) the Highest Annual Bonus; or (C) if the date of termination occurs after Xxxxx X. Xxxxxxxx has ceased service as both the Chief Executive Officer and the Chairman of the Board of Directors of the Company, the amount equal to the product of (1) two and (2) the sum of (x) the Executive's annual Base Salary as in effect at the date of termination and (y) the Highest Annual Bonus; (ii) for three years after the Executive's date of termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue medical, prescription, dental and life insurance benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3.3(b) (but excluding disability benefits) if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliates and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. If the participation by the Executive or the Executive's family in any such plan, program, practice or policy is not permissible or practicable, the Company shall arrange to provide the Executive or the Executive's family with substantially similar benefits, or, where the provision of such substantially similar benefits is not permissible or practicable, with a lump sum cash payment of equal value in lieu thereof. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the date of termination and to have retired on the last day of such period; (iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its subsidiaries (such other amounts and benefits are hereinafter referred to as the "Other Benefits"); and (iv) all stock options, stock appreciation rights, awards of restricted stock and restricted stock units, and other equity-based awards (each, an "Award") granted to the Executive and then outstanding under stock option, stock incentive, deferred compensation and other equity-based plans, programs, contracts or arrangements of the Company and its subsidiaries shall vest and, become exercisable, and all restrictions and conditions applicable to such awards shall be deemed to have lapsed or been fully satisfied. Additionally, the Executive shall be granted a term of either one year within which to exercise any such right if such termination occurs while Xxxxx X. Xxxxxxxx is serving as the Chief Executive Officer or as the Chairman of the Board of Directors of the Company or a term of two years within which to exercise such right if such termination occurs thereafter.

Termination Without Cause or With Good Reason. If (i) the Company shall terminate the Executive's ’s employment other than pursuant to Section 4.1 (upon death or Disability) or Section 4.2 (for Cause) or (ii) the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the date of termination the aggregate of the following amounts: (A) the sum of (1) the Executive's ’s annual Base Salary through the date of termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the highest Annual Bonus (annualized in the case of any partial year) last paid to the Executive with respect to any of the three fiscal years preceding the fiscal year in which the date of termination occurs (excluding therefrom the value of stock-based incentives) and (II) the Executive's ’s annual target bonus opportunity in cash in effect for fiscal 2002 immediately before as established from time to time by the Filing Date Company (such higher amount of (I) and (II) being referred to as the "“Highest Annual Bonus"”), and (y) 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 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) are hereinafter referred to as the "“Accrued Obligations"”); and (B) if the date of termination occurs during the period in which Xxxxx X. Xxxxxxxx serves as either the Chief Executive Officer or the Chairman of the Board of Directors of the Company, the amount equal to the product of (1) one and (2) the sum of (x) the Executive's annual Base Salary as in effect at the date of termination and (y) the Highest Annual Bonus; or (C) if the date of termination occurs after Xxxxx X. Xxxxxxxx has ceased service as both the Chief Executive Officer and the Chairman of the Board of Directors of the Company, the amount equal to the product of (1) two and (2) the sum of (x) the Executive's ’s annual Base Salary as in effect at the date of termination and (y) the Highest Annual Bonus; (ii) for three years one year after the Executive's ’s date of termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue medical, prescription, dental and life insurance benefits to the Executive and/or the Executive's ’s family at least equal substantially similar to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3.3(b) (but excluding disability benefits) if the Executive's ’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliates and their families, terminated. provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall will be secondary to those provided under such other plan during such applicable period of eligibility. If the participation terminated by the Executive or the Executive's family in any such plan, program, practice or policy is not permissible or practicable, the Company shall arrange to provide the Executive or the Executive's family with substantially similar benefits, or, where the provision of such substantially similar benefits is not permissible or practicable, with a lump sum cash payment of equal value in lieu thereof. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the date of termination and to have retired on the last day of such periodCompany; (iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its subsidiaries as the same may be established from time to time by the Company (such other amounts and benefits are hereinafter referred to as the "“Other Benefits"”); and (iv) all stock options, stock appreciation rights, awards of restricted stock and restricted stock units, and other equity-based awards (each, an "“Award"”) granted to the Executive and then outstanding under stock option, stock incentive, deferred compensation and other equity-based plans, programs, contracts or arrangements of the Company and its subsidiaries shall vest and, become exercisable, and all restrictions and conditions applicable to such awards shall be deemed to have lapsed or been fully satisfied. Additionally, the Executive shall be granted a term of either one year within which to exercise any such right if such termination occurs while Xxxxx X. Xxxxxxxx is serving as the Chief Executive Officer or as the Chairman of the Board of Directors of the Company or a term of two years within which to exercise such right if such termination occurs thereafterright.

Termination Without Cause or With Good Reason. If (i) Anything in this Agreement to the Company shall terminate contrary notwithstanding, the Executive's employment under this Agreement may be terminated, by prior written notice by the terminating party to the other than pursuant party, prior to the then-scheduled expiration of the Term by the Company without Cause, or by the Executive with "Good Reason" (as defined in Exhibit B), as provided in this Section 4.1 (upon death 8(d), in which event the Term shall expire. A termination due to Disability in accordance with Section 8(b) above, or Disabilityfor Cause in accordance with Section 8(c) above, shall not be deemed a termination without Cause or with Good Reason to which this Section 4.2 (for Cause8(d) or applies. (ii) Except in certain circumstances in connection with a Change in Control as provided in Section 8(d)(iii) below, in the event that the Executive's employment is terminated prior to the then-scheduled expiration of the Term (x) by the Company without Cause or (y) by the Executive with Good Reason, the Term shall expire and the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the date of termination the aggregate of the following amountsbe entitled to: (A) the sum of (1) the Executive's annual Base Salary through the date of termination at the rate in effect immediately prior to the extent not theretofore paid, date of termination; (2B) a lump sum amount equal to two years' Base Salary at the product rate in effect immediately prior to such termination; (C) a Separation Bonus for the year of termination; (D) an amount no less than the greater of (x) US$1,000,000 if termination if during the higher of Initial Term and US$1,250,000 if termination is during the New Term and (Iy) the highest Annual Bonus (annualized in the case of any partial year) paid amount awarded to the Executive with respect to as an annual bonus for any of the three fiscal years (or such lesser number of years he has then been employed) immediately preceding the fiscal year in which termination occurs; (E) to the date extent the Option Shares are not already vested and exercisable, immediate vesting and exercisability, as of termination occurs (excluding therefrom the value of stock-based incentives) and (II) the Executive's annual target bonus opportunity in cash in effect for fiscal 2002 immediately before the Filing Date (such higher amount of (I) and (II) being referred to as the "Highest Annual Bonus"), and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination, and for all outstanding Option Shares scheduled to vest on or before the denominator first anniversary of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) are hereinafter referred to as the "Accrued Obligations"); and (B) if the date of termination occurs during termination, with the period Option (as defined in which Xxxxx X. Xxxxxxxx serves the Option Agreement) to remain exercisable as either to all vested Option Shares for the Chief Executive Officer or the Chairman of the Board of Directors of the Company, the amount equal to the product of (1) one and (2) the sum lesser of (x) the Executive's annual Base Salary as in effect at one year following the date of termination and (y) the Highest Annual Bonusremainder of its maximum stated term, after which the Option shall expire; (F) vesting and exercisability, as the case may be, for all other equity awards, including any restricted shares or stock options, in accordance with their terms; (G) continued coverage for 12 months under all Benefit Programs (or their equivalent as provided in Section 6 above) in which the Executive was participating immediately prior to the date of termination; orprovided, however, that to the extent the Company is unable to continue such coverage, the Company shall provide the Executive with economically equivalent benefits determined on an after-tax basis and, provided further that any such continued coverage shall be offset by comparable coverage provided to the Executive in connection with subsequent employment or other service; and (H) any other benefits described in Section 8(f) below. (iii) In the event that the Executive's employment herein is terminated by the Company without Cause, or by the Executive for Good Reason, in either case in anticipation of, or within the 12-month period following, a Change in Control (as defined in Exhibit C), the Term shall expire and the Executive shall be entitled to: (A) the benefits described in Section 8(d)(ii)(A), (C), (F) and (H) above; (B) a lump sum amount equal to two year's Base Salary at the rate in effect immediately prior to such termination; (C) if the date of termination occurs after Xxxxx X. Xxxxxxxx has ceased service as both the Chief Executive Officer and the Chairman of the Board of Directors of the Company, the an amount equal to the product of (1) no less than two and (2) times the sum greater of (x) US$1,000,000 if termination is during the Executive's Initial Term and US$1,250,000 if termination is during the New Term and (y) the highest amount awarded to the Executive as an annual Base Salary bonus for any of the three years (or such lesser number of years he has then been employed) immediately preceding the year in which a Change in Control occurs; (D) to the extent the Option Shares are not already vested and exercisable, immediate vesting and exercisability, as of the date of termination, for all outstanding Option Shares scheduled to vest on or before the third anniversary of such date, with the Option (as defined in effect at the Option Agreement) to remain exercisable as to all vested Option Shares for the lesser of (x) one year following the date of termination and (y) the Highest Annual Bonus;remainder of its maximum stated term, after which the Option shall expire; and (iiE) continued coverage for three years after 24 months under all Benefit Programs (or their equivalent as provided in Section 6 above) in which the Executive's Executive was participating immediately prior to the date of termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue medical, prescription, dental and life insurance benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3.3(b) (but excluding disability benefits) if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliates and their families, ; provided, however, that if to the Executive becomes reemployed with another employer and extent the Company is eligible unable to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under continue such other plan during such applicable period of eligibility. If the participation by the Executive or the Executive's family in any such plan, program, practice or policy is not permissible or practicablecoverage, the Company shall arrange to provide the Executive or the Executive's family with substantially similar benefitseconomically equivalent benefits determined on an after-tax basis and, or, where the provision of provided further that any such substantially similar benefits is not permissible or practicable, with a lump sum cash payment of equal value in lieu thereof. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive continued coverage shall be considered to have remained employed until three years after the date of termination and to have retired on the last day of such period; (iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide offset by comparable coverage provided to the Executive any in connection with subsequent employment or other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its subsidiaries (such other amounts and benefits are hereinafter referred to as the "Other Benefits"); and (iv) all stock options, stock appreciation rights, awards of restricted stock and restricted stock units, and other equity-based awards (each, an "Award") granted to the Executive and then outstanding under stock option, stock incentive, deferred compensation and other equity-based plans, programs, contracts or arrangements of the Company and its subsidiaries shall vest and, become exercisable, and all restrictions and conditions applicable to such awards shall be deemed to have lapsed or been fully satisfied. Additionally, the Executive shall be granted a term of either one year within which to exercise any such right if such termination occurs while Xxxxx X. Xxxxxxxx is serving as the Chief Executive Officer or as the Chairman of the Board of Directors of the Company or a term of two years within which to exercise such right if such termination occurs thereafterservice.

Termination Without Cause or With Good Reason. If (i) the Company shall terminate the Executive's employment other than pursuant to Section 4.1 (upon death or Disability) or Section 4.2 (for Cause) or (ii) the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the date of termination the aggregate of the following amounts: (A) the sum of (1) the Executive's annual Base Salary through the date of termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the highest Annual Bonus (annualized in the case of any partial year) paid to the Executive with respect to any of the three fiscal years preceding the fiscal year in which the date of termination occurs (excluding therefrom the value of stock-based incentives) and (II) the Executive's annual target bonus opportunity in cash in effect for fiscal 2002 immediately before the Filing Date (such higher amount of (I) and (II) being referred to as the "Highest Annual Bonus"), and (y) 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 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) are hereinafter referred to as the "Accrued Obligations"); and (B) if the date of termination occurs during the period in which Xxxxx X. Xxxxxxxx serves as either the Chief Executive Officer or the Chairman of the Board of Directors of the Company, the amount equal to the product of (1) one and (2) the sum of (x) the Executive's annual Base Salary as in effect at the date of termination and (y) the Highest Annual Bonus; or (C) if the date of termination occurs after Xxxxx X. Xxxxxxxx has ceased service as both the Chief Executive Officer and the Chairman of the Board of Directors of the Company, the amount equal to the product of (1) two three and (2) the sum of (x) the Executive's annual Base Salary as in effect at the date of termination and (y) the Highest Annual Bonus; (ii) for three years after until the Executive's date of termination65/th/ birthday, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue medical, prescription, dental and life insurance benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3.3(b) (but excluding disability benefits) if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliates and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. If the participation by the Executive or the Executive's family in any such plan, program, practice or policy is not permissible or practicable, the Company shall arrange to provide the Executive or the Executive's family with substantially similar benefits, or, where the provision of such substantially similar benefits is not permissible or practicable, with a lump sum cash payment of equal value in lieu thereof. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the date of termination and to have retired on the last day of such period; (iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its subsidiaries (such other amounts and benefits are hereinafter referred to as the "Other Benefits"); and (iv) all stock options, stock appreciation rights, awards of restricted stock and restricted stock units, and other equity-based awards (each, an "Award") granted to the Executive and then outstanding under stock option, stock incentive, deferred compensation and other equity-based plans, programs, contracts or arrangements of the Company and its subsidiaries shall vest and, become exercisable, and all restrictions and conditions applicable to such awards shall be deemed to have lapsed or been fully satisfied. Additionally, the Executive shall be granted a term of either one year three years within which to exercise any such right if such termination occurs while Xxxxx X. Xxxxxxxx is serving as the Chief Executive Officer or as the Chairman of the Board of Directors of the Company or a term of two years within which to exercise such right if such termination occurs thereafterright.

Termination Without Cause or With Good Reason. If (i) the Company shall terminate the Executive's employment other than pursuant to Section 4.1 (upon death or Disability) or Section 4.2 (for Cause) or (ii) the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the date of termination the aggregate of the following amounts: (A) the sum of (1) the Executive's annual Base Salary through the date of termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the highest Annual Bonus (annualized in the case of any partial year) paid to the Executive with respect to any of the three fiscal years preceding the fiscal year in which the date of termination occurs (excluding therefrom the value of stock-based incentives) and (II) the Executive's annual target bonus opportunity in cash in effect for fiscal 2002 immediately before the Filing Date (such higher amount of (I) and (II) being referred to as the "Highest Annual Bonus"), and (y) 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 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) are hereinafter referred to as the "Accrued Obligations"); and (B) if the date of termination occurs during the period in which Xxxxx X. Xxxxxxxx serves as either the Chief Executive Officer or the Chairman of the Board of Directors of the Company, the amount equal to the product of (1) one and (2) the sum of (x) the Executive's annual Base Salary as in effect at the date of termination and (y) the Highest Annual Bonus; or (C) if the date of termination occurs after Xxxxx X. Xxxxxxxx has ceased service as both [three, for the Chief Executive Officer and the Chairman of the Board of Directors of the CompanyPresident][two, the amount equal to the product of (1) two for Senior Vice Presidents and (2) the sum of (x) the Executive's annual Base Salary as in effect at the date of termination and (y) the Highest Annual Bonus; (ii) [until the Executive's 65th birthday, for the Chief Executive Officer and President] [for three years after the Executive's date of termination, for Senior Vice Presidents], or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue medical, prescription, dental and life insurance benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3.3(b) (but excluding disability benefits) if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliates and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. If the participation by the Executive or the Executive's family in any such plan, program, practice or policy is not permissible or practicable, the Company shall arrange to provide the Executive or the Executive's family with substantially similar benefits, or, where the provision of such substantially similar benefits is not permissible or practicable, with a lump sum cash payment of equal value in lieu thereof. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the date of termination and to have retired on the last day of such period; (iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its subsidiaries (such other amounts and benefits are hereinafter referred to as the "Other Benefits"); and (iv) a percentage of each "Tranche" (as defined below) of all stock options, stock appreciation rights, awards of restricted stock and restricted stock units, and other equity-based awards (each, an "Award") granted to the Executive and then outstanding under stock option, stock incentive, deferred compensation and other equity-based plans, programs, contracts or arrangements of the Company and its subsidiaries which is unvested and unexercisable shall vest and, if applicable, become exercisable, and all restrictions and conditions with such percentage to be determined by multiplying the number of shares of stock subject to such Tranche by a fraction, the numerator of which shall be the number of days that have elapsed since the commencement of the vesting period applicable to such awards Tranche and the denominator of which shall be the total number of days in the vesting period applicable to such Tranche; provided, however, that, if the numerator of such fraction is 182 or less, the numerator of such fraction shall be deemed to have lapsed be zero. For purposes of this Section 5.1(iv), "Tranche" shall mean, as applicable, (i) any Award with a single-year, time-based vesting schedule or been fully satisfied. Additionally, the Executive shall be granted a term (ii) any portion of either one year within which an Award with an annual time-based vesting schedule applicable to exercise any such right if such termination occurs while Xxxxx X. Xxxxxxxx is serving as the Chief Executive Officer or as the Chairman of the Board of Directors of the Company or a term of two years within which to exercise such right if such termination occurs thereafterportion.

Termination Without Cause or With Good Reason. If (i) the Company shall terminate the Executive's employment other than pursuant to Section 4.1 (upon death or Disability) or Section 4.2 (for Cause) or (ii) the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the date of termination the aggregate of the following amounts: (A) the sum of (1) the Executive's annual Base Salary through the date of termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the highest Annual Bonus (annualized in the case of any partial year) paid to the Executive with respect to any of the three fiscal years preceding the fiscal year in which the date of termination occurs (excluding therefrom the value of stock-based incentives) and (II) the Executive's annual target bonus opportunity in cash in effect for fiscal 2002 immediately before the Filing Date (such higher amount of (I) and (II) being referred to as the "Highest Annual Bonus"), and (y) 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 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) are hereinafter referred to as the "Accrued Obligations"); and (B) if the date of termination occurs during the period in which Xxxxx X. Xxxxxxxx serves as either the Chief Executive Officer or the Chairman of the Board of Directors of the Company, the amount equal to the product of (1) one two and (2) the sum of (x) the Executive's annual Base Salary as in effect at the date of termination and (y) the Highest Annual Bonus; or (C) if the date of termination occurs after Xxxxx X. Xxxxxxxx has ceased service as both the Chief Executive Officer and the Chairman of the Board of Directors of the Company, the amount equal to the product of (1) two three and (2) the sum of (x) the Executive's annual Base Salary as in effect at the date of termination and (y) the Highest Annual Bonus; (ii) for three years after until the Executive's date of termination65/th/ birthday, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue medical, prescription, dental and life insurance benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3.3(b) (but excluding disability benefits) if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliates and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. If the participation by the Executive or the Executive's family in any such plan, program, practice or policy is not permissible or practicable, the Company shall arrange to provide the Executive or the Executive's family with substantially similar benefits, or, where the provision of such substantially similar benefits is not permissible or practicable, with a lump sum cash payment of equal value in lieu thereof. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the date of termination and to have retired on the last day of such period; (iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its subsidiaries (such other amounts and benefits are hereinafter referred to as the "Other Benefits"); and (iv) all stock options, stock appreciation rights, awards of restricted stock and restricted stock units, and other equity-based awards (each, an "Award") granted to the Executive and then outstanding under stock option, stock incentive, deferred compensation and other equity-based plans, programs, contracts or arrangements of the Company and its subsidiaries shall vest and, become exercisable, and all restrictions and conditions applicable to such awards shall be deemed to have lapsed or been fully satisfied. Additionally, the Executive shall be granted a term of either one year two years within which to exercise any such right if such termination occurs while Xxxxx X. Xxxxxxxx is serving as the Chief Executive Officer or as the Chairman of the Board of Directors of the Company or a term of two three years within which to exercise such right if such termination occurs thereafter.

Termination Without Cause or With Good Reason. If (i) the Company shall terminate the Executive's ’s employment other than pursuant to Section 4.1 (upon death or Disability) or Section 4.2 (for Cause) or (ii) the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the date of termination the aggregate of the following amounts: (A) the sum of (1) the Executive's ’s annual Base Salary through the date of termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the highest Annual Bonus (annualized in the case of any partial year) paid to the Executive with respect to any of the three fiscal years preceding the fiscal year in which the date of termination occurs (excluding therefrom the value of stock-based incentives) and (II) the Executive's ’s annual target bonus opportunity in cash in effect for fiscal 2002 immediately before as described in the Filing Date Offer Letter (such higher amount of (I) and (II) being referred to as the "“Highest Annual Bonus"”), and (y) 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 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) are hereinafter referred to as the "“Accrued Obligations"”); and (B) if the date of termination occurs during the period in which Xxxxx X. Xxxxxxxx serves as either the Chief Executive Officer or the Chairman of the Board of Directors of the Company, the amount equal to the product of (1) one and (2) the sum of (x) the Executive's ’s annual Base Salary as in effect at the date of termination and (y) the Highest Annual Bonus; or (C) if the date of termination occurs after Xxxxx X. Xxxxxxxx has ceased service as both the Chief Executive Officer and the Chairman of the Board of Directors of the Company, the amount equal to the product of (1) two and (2) the sum of (x) the Executive's ’s annual Base Salary as in effect at the date of termination and (y) the Highest Annual Bonus; (ii) for three years after the Executive's ’s date of termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue medical, prescription, dental and life insurance benefits to the Executive and/or the Executive's ’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3.3(b) (but excluding disability benefits) if the Executive's ’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliates and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. If the participation by the Executive or the Executive's ’s family in any such plan, program, practice or policy is not permissible or practicable, the Company shall arrange to provide the Executive or the Executive's ’s family with substantially similar benefits, or, where the provision of such substantially similar benefits is not permissible or practicable, with a lump sum cash payment of equal value in lieu thereof. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the date of termination and to have retired on the last day of such period; (iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its subsidiaries (such other amounts and benefits are hereinafter referred to as the "“Other Benefits"”); and (iv) all stock options, stock appreciation rights, awards of restricted stock and restricted stock units, and other equity-based awards (each, an "“Award"”) granted to the Executive and then outstanding under stock option, stock incentive, deferred compensation and other equity-based plans, programs, contracts or arrangements of the Company and its subsidiaries shall vest and, become exercisable, and all restrictions and conditions applicable to such awards shall be deemed to have lapsed or been fully satisfied. Additionally, the Executive shall be granted a term of either one year within which to exercise any such right if such termination occurs while Xxxxx X. Xxxxxxxx is serving as the Chief Executive Officer or as the Chairman of the Board of Directors of the Company or a term of two years within which to exercise such right if such termination occurs thereafter.