Common use of Termination Without Clause in Contracts

Termination Without. Cause or as a Result of a Constructive Termination Event. In the event that Executive's employment hereunder is terminated: (i) By PROMISTAR without Cause pursuant to Section 5(d) hereof; or (ii) By Executive by reason of a Constructive Termination Event pursuant to Section 5(e) hereof; then PROMISTAR shall pay or provide in the same manner as before termination, as applicable, the following compensation and benefits to Executive: (iii) Continuation of full base salary and benefits during the time period equal to the remaining Employment Term immediately prior to Executive's termination (without regard to any future renewals that would have occurred absent such termination), but, in no event, less than one (1) year (the "Termination Period"); (iv) Continue to participate in PROMISTAR's incentive compensation plans for each award cycle under such plans which began prior to the Termination Period, assuming Executive was a good performer during such award cycle and the award payable for such cycle shall be a pro-rata portion of the amount determined as of the close of each such award cycle based on the length of Executive active employment during the cycle to the length of the cycle with the award payable in the same manner Executive would have been paid if he continued to be an active employee. (v) Any other amounts, awards, benefits or other compensation to which Executive is or, prior to Executive's termination of employment, was entitled during the Termination Period under any of PROMISTAR's other compensation plans which to the extent of any vesting dates occurring during the Termination Period shall be considered to vest on such date notwithstanding such termination (unless more quickly vested pursuant to Section 8(b) hereof or the terms of such plan); and (vi) Continuing coverage, to the extent not prohibited by law, during the Termination Period or until comparable benefits are made available to him in connection with subsequent employment, whichever period is shorter, for Executive and his eligible dependents under all of PROMISTAR's benefit plans in effect and applicable to Executive and his eligible dependents as of the Date of Termination. In the event that Executive and/or his eligible dependents, because of Executive's terminated status, cannot be covered or fully covered under any or all of PROMISTAR's benefit plans, PROMISTAR shall continue to provide Executive and/or his eligible dependents with the same level of such coverage in effect prior to termination, on an unfunded basis if necessary.

Termination Without. Cause Employer may, in its sole discretion, without Cause, terminate the Term at any time by providing Employee with (a) 90 days' prior notice thereof and (b) on or prior to the Termination Date, a lump sum severance compensation payment equal to two (2) times the total amount of Employee's Base Salary hereunder, based upon the amount in effect as of the effective Termination Date. Employee shall also be reimbursed for reasonable relocation expenses to Texas or such other place (which is of equal or less distance) within the Continental U.S. as Employee may select, and reimbursement of any remaining lease payments on Employee's Washington-area residence, not to exceed two years. In such event, Employee shall not be entitled to the accrual or provision of any other compensation or benefit after the Termination Date other than (a) the medical and hospitalization benefits for the first 18 months after the Termination Date or longer if permitted under Employer's policies and procedures; (b) the provision of all compensation and other benefits that shall have accrued as of the Termination Date, including Base Salary, Performance Bonus, paid leave benefits, any vested deferred compensation and reimbursement of incurred expenses; and (c) all stock options or similar rights to acquire capital stock granted by Employer to Employee shall automatically become vested and exercisable in whole or in part. (b) Death or Disability The Term shall be terminated immediately and automatically upon Employee's death or "Disability." The term "Disability" shall mean Employee's inability to perform all of the essential functions of his position hereunder for a Result period of 26 consecutive weeks or for an aggregate of 150 work days during any 12-month period by reason of illness, accident or any other physical or mental incapacity, as may be permitted by applicable law. Employee's capability to continue performance of Employee's duties hereunder shall be determined by a Constructive Termination Eventpanel composed of two independent medical doctors appointed by the Board and one appointed by the Employee or designated representative. If the panel is unable to reach a decision the matter will be referred to arbitration in accordance with Section 8. In the event that Executiveof Employee's employment hereunder is terminated: death or Disability for any period of six consecutive months, Employee (ior designated beneficiary) By PROMISTAR without Cause pursuant to Section 5(d) hereof; or (ii) By Executive by reason of a Constructive Termination Event pursuant to Section 5(e) hereof; will be paid his Base Salary then PROMISTAR shall pay or provide in the same manner as before termination, as applicable, the following compensation and benefits to Executive: (iii) Continuation of full base salary and benefits during the time period equal to the remaining Employment Term immediately prior to Executive's termination (without regard to any future renewals that would have occurred absent such termination), but, in no event, less than one (1) year (the "Termination Period"); (iv) Continue to participate in PROMISTAR's incentive compensation plans for each award cycle under such plans which began prior to the Termination Period, assuming Executive was a good performer during such award cycle and the award payable for such cycle shall be a pro-rata portion of the amount determined as of the close of each such award cycle based on the length of Executive active employment during the cycle to the length of the cycle with the award payable in the same manner Executive would have been paid if he continued to be an active employee. (v) Any other amounts, awards, benefits or other compensation to which Executive is or, prior to Executive's termination of employment, was entitled during the Termination Period under any of PROMISTAR's other compensation plans which to the extent of any vesting dates occurring during the Termination Period shall be considered to vest on such date notwithstanding such termination (unless more quickly vested pursuant to Section 8(b) hereof or the terms of such plan); and (vi) Continuing coverage, to the extent not prohibited by law, during the Termination Period or until comparable benefits are made available to him in connection with subsequent employment, whichever period is shorter, for Executive and his eligible dependents under all of PROMISTAR's benefit plans in effect and applicable to Executive and his eligible dependents as for one full year following the date of the Date of Termination. In the event that Executive and/or his eligible dependents, because of Executive's terminated status, cannot be covered death or fully covered under any or all of PROMISTAR's benefit plans, PROMISTAR shall continue to provide Executive and/or his eligible dependents with the same level of such coverage in effect prior to termination, on an unfunded basis if necessarydisability.