Common use of Without Cause by Company Clause in Contracts

Without Cause by Company. In the event that during the Term, the Company terminates Employee's employment hereunder other than for Cause or due to the death or Disability of Employee, then the Company shall pay to Employee (A) within ten (10) days after the date of termination, an amount equal to (i) any unpaid accrued Base Salary pursuant to Section 3(a)(i) above to which Employee was entitled as of the date of such termination; (ii) any unpaid accrued Incentive Bonus pursuant to Section 3(a)(ii) above to which Employee was entitled as of the date of such termination; (iii) any other amounts due to Employee as of the date of termination, including, but not limited to, reimbursement of expenses under Section 3(g) above; and (iv) any unpaid accrued Vacation Payment to which Employee was entitled as of the date of such termination; and (B) upon the earlier to occur of Employee's death or the date which is six (6) months following such termination, a lump sum amount equal to the aggregate of the following: (i) Base Salary based on the Base Salary in effect on the date of termination of Employee's employment with respect to a period equal to two (2) years, (ii) an amount equal to two (2) times the Target Bonus and (iii) the cost of the Benefits Amount and Car Allowances in effect on the date of termination payable to Employee, with respect to a period equal to two (2) years. In addition to Employee's rights under share option, restricted share or performance share agreements outstanding prior to, or after, the date hereof, upon such termination, Employee shall also be entitled, in addition to Employee's rights under share option, restricted share or performance share agreements outstanding prior to, or after, the date hereof, to immediate vesting of any (i) restricted shares held by Employee on the date of termination which were granted before on or after the date hereof, and the Performance Shares held by Employee on the date of such termination which were granted before or after the date hereof, and (ii) Annual Options held by Employee on the date of termination which were granted after the date hereof, all of which shall remain exercisable until the earlier of one (1) year following the date of such termination or, if applicable, the date any such share options would otherwise expire in the absence of such termination. Any payment to Employee under this Section 5(e) shall be in lieu of any payment that may be deemed to be payable to Employee under Section 5(g), below.

Without Cause by Company. In the event that during the Termterm hereof, the Company terminates Employee's employment hereunder other than for Cause or due to the death or Disability of Employee, then the Company shall pay to Employee (A) within ten (10) days after the date of termination, an amount equal to (i) any unpaid accrued Base Salary pursuant to Section 3(a)(i) above to which Employee was entitled as of the date of such termination; (ii) any unpaid accrued Incentive Bonus pursuant to Section 3(a)(ii) above to which Employee was entitled as of the date of such termination; (iii) any other amounts due to Employee as of the date of termination, termination including, but not limited to, reimbursement of expenses under Section 3(g) above; and (iviii) any unpaid accrued Vacation Payment to which Employee was entitled as of the date of such termination; and (B) upon the earlier to occur of Employee's death or the date which is six (6) months following such termination, a lump sum amount equal to the aggregate of the following: (i) Base Salary based on the Base Salary in effect on the date of termination of Employee's employment with respect to a period equal to two the longer of thirty (230) yearsmonths or the remainder of the term of this Agreement which would have occurred in the absence of such termination, (ii) an amount Target Bonus for each Full Year or ratable portion thereof for any partial Year, with respect to a period equal to two the longer of thirty (230) times months or the Target Bonus remainder of the term of this Agreement which would have occurred in the absence of such termination, and (iii) the cost of the Benefits Amount and Car Allowances in effect on the date of termination payable to Employee, with respect to a period equal to two the longer of thirty (230) yearsmonths or the remainder of the term of this Agreement which would have occurred in the absence of such termination. In addition to Employee's rights under share option, option or restricted share or performance share stock agreements outstanding prior to, or after, to the date hereof, upon such termination, Employee shall also be entitled, in addition to Employee's rights under share option, restricted share or performance share agreements outstanding prior to, or after, the date hereof, entitled to immediate vesting of any the (i) restricted shares stock held by Employee on the date of termination which were was granted before on or after the date hereof, and the (ii) any Performance Shares Shares/Options held by Employee on the date of such termination which were granted before on or after the date hereof, and (ii) Annual Options held by Employee on the date of termination which were granted after before the date hereof, all of which shall remain exercisable until the earlier of one (1) year two years following the date of such termination or, if applicable, the date any such share options would otherwise expire in the absence of such termination. Any payment to Employee under this Section 5(e) shall be in lieu of any payment that may be deemed to be payable to Employee under Section 5(g), below.

Without Cause by Company. In the event that during the Term, term hereof the Company terminates Employee's employment hereunder other than for Cause or due cause pursuant to the death or Disability of EmployeeSection 5(c) above, then the Company shall pay to Employee (A) within ten (10) days after the date of terminationsuch termination (except as otherwise provided herein) (i) if such termination occurs prior to January 1, 2005, an amount equal to (iA) any unpaid accrued Base Salary pursuant to Section 3(a)(i) above to which Employee was entitled as of the date of such termination; , (iiB) twice the Base Salary then in effect as of the date of such termination, (C) any unpaid accrued Incentive Bonus pursuant to Section 3(a)(ii) above to which Employee was entitled as of the date of such termination; , (iiiD) any other amounts amount due to Employee as of the date of termination, including, but not limited to, termination as reimbursement of expenses under Section 3(g3(f), above, (E) an amount equal to the Incentive Bonus, if any, that would have been payable to Employee for the Year during which such termination occurred determined as of had Employee been employed by the Company at the end of that Year, payable within sixty (60) days after the end of that Year, and (F) an amount equal to the cost of Employee's health insurance provided by the Company as in effect at the time of such termination for a period of one (1) year after the date of such termination (the "Healthcare Amount"); (ii) if such termination occurs on or after January 1, 2005, but prior to January 1, 2006, an amount equal to (A) any unpaid accrued Base Salary to which Employee was entitled as of the date of such termination, (B) the Base Salary then in effect as of the date of such termination, from the date of such termination through December 31, 2006, (C) one-half of the Base Salary then in effect as of the date of such termination, (D) any unpaid accrued Incentive Bonus to which Employee was entitled as of the date of such termination, (E) any amount due to Employee as of the date of termination as reimbursement of expenses under Section 3(d), above, (F) an amount equal to the Incentive Bonus, if any, that would have been payable to Employee for the Year during which such termination occurred had Employee been employed by the Company at the end of that Year, payable within sixty (60) days after the end of that Year, and (G) the Healthcare Amount; and (iviii) if such termination occurs on or after January 1, 2006, an amount equal to (A) any accrued unpaid Base Salary to which Employee was entitled as of the date of such termination, (B) the Base Salary in effect as of the date of such termination from the date of such termination through December 31, 2006, (C) the Base Salary then in effect as of the date of such termination, (D) any Incentive Bonus to which Employee was entitled as of the date of such termination, (E) any amount due to Employee as of the date of termination as reimbursement of expenses under Section 3(f), above, (v) any unpaid accrued Vacation Payment to which Employee was entitled as of the date of such termination; termination and (B) upon the earlier to occur of Employee's death or the date which is six (6) months following such termination, a lump sum amount equal to the aggregate of the following: (i) Base Salary based on the Base Salary in effect on the date of termination of Employee's employment with respect to a period equal to two (2) yearsany accrued unpaid Other Vacation Payment, (iiF) an amount equal to two (2) times the Target Bonus and (iii) the cost of the Benefits Amount and Car Allowances in effect on the date of termination Incentive Bonus, if any, that would have been payable to EmployeeEmployee for the Year during which such termination occurred determined as if had Employee been employed by the Company at the end of that Year, with respect to a period equal to two payable within sixty (260) years. In addition to Employee's rights under share option, restricted share or performance share agreements outstanding prior to, or after, the date hereof, upon such termination, Employee shall also be entitled, in addition to Employee's rights under share option, restricted share or performance share agreements outstanding prior to, or after, the date hereof, to immediate vesting of any (i) restricted shares held by Employee on the date of termination which were granted before on or days after the date hereof, and the Performance Shares held by Employee on the date end of such termination which were granted before or after the date hereofthat Year, and (iiG) Annual Options held by Employee on the date of termination which were granted after the date hereof, all of which shall remain exercisable until the earlier of one (1) year following the date of such termination or, if applicable, the date any such share options would otherwise expire in the absence of such termination. Any payment to Employee under this Section 5(e) shall be in lieu of any payment that may be deemed to be payable to Employee under Section 5(g), belowHealthcare Amount.

Without Cause by Company. In the event that during the Term, the Company terminates Employee's employment hereunder other than for Cause or due to the death or Disability of Employee, then the Company shall pay to Employee (A) within ten (10) days after the date of termination, an amount equal to (i) any unpaid accrued Base Salary pursuant to Section 3(a)(i) above to which Employee was entitled as of the date of such termination; (ii) any unpaid accrued Incentive Bonus pursuant to Section 3(a)(ii) above to which Employee was entitled as of the date of such termination; (iii) any other amounts due to Employee as of the date of termination, including, but not limited to, reimbursement of expenses under Section 3(g) above; and (iv) any unpaid accrued Vacation Payment to which Employee was entitled as of the date of such termination; and (B) upon the earlier to occur of Employee's death or the date which is six (6) months following such termination, a lump sum amount equal to the aggregate of the following: (i) Base Salary based on the Base Salary in effect on the date of termination of Employee's employment with respect to a period equal to two (2) years, (ii) an amount equal to two (2) times the Target Bonus and (iii) the cost of the Benefits Amount and Car Allowances in effect on the date of termination payable to Employee, with respect to a period equal to two (2) years. In addition to Employee's rights under share option, restricted share or performance share agreements outstanding prior to, or after, the date hereof, upon such termination, Employee shall also be entitled, in addition to Employee's rights under share option, restricted share or performance share agreements outstanding prior to, or after, the date hereof, entitled to immediate vesting of any (i) restricted shares and/or performance shares, as the case may be, held by Employee on the date of termination which were granted before on or after the date hereof, and the Performance Shares held by Employee on the date of such termination which were granted before or after the date hereof, and (ii) Annual Options share options held by Employee on the date of termination which were granted after the date hereof, all of which shall remain exercisable until the earlier of one (1) year following the date of such termination or, if applicable, the date any such share options would otherwise expire in the absence of such termination. Any payment to Employee under this Section 5(e) shall be in lieu of any payment that may be deemed to be payable to Employee under Section 5(g), below.

Without Cause by Company. In the event that during the Termterm hereof, the Company terminates Employee's employment hereunder other than for Cause or due to the death or Disability of Employee, then the Company shall pay to Employee (A) within ten (10) days after the date of termination, an amount equal to (i) any unpaid accrued Base Salary pursuant to Section 3(a)(i) above to which Employee was entitled as of the date of such termination; (ii) any unpaid accrued Incentive Bonus pursuant to Section 3(a)(ii) above to which Employee was entitled as of the date of such termination; (iii) any other amounts due to Employee as of the date of termination, termination including, but not limited to, reimbursement of expenses under Section 3(g) above; and (iv) any unpaid accrued Vacation Payment to which Employee was entitled as of the date of such termination; and (B) upon the earlier to occur of Employee's death or the date which is six (6) months following such termination, a lump sum amount equal to the aggregate of the following: (i) Base Salary based on the Base Salary in effect on the date of termination of Employee's employment with respect to a period equal to two (2two(2) years, (ii) an amount equal to two (2) times the Target Bonus and (iii) the cost of the Benefits Amount and Car Allowances in effect on the date of termination payable to Employee, with respect to a period equal to two (2two(2) years. In addition to Employee's rights under share option, option or restricted share or performance share stock agreements outstanding prior to, or after, to the date hereof, upon such termination, Employee shall also be entitled, in addition to Employee's rights under share option, restricted share or performance share agreements outstanding prior to, or after, the date hereof, entitled to immediate vesting of any the (i) restricted shares stock held by Employee on the date of termination which were was granted before on or after the date hereof, and the (ii) any Performance Shares Shares/Options held by Employee on the date of such termination which were granted before on or after the date hereof, and (ii) Annual Options held by Employee on the date of termination which were granted after before the date hereof, all of which shall remain exercisable until the earlier of one (1) year following the date of such termination or, if applicable, the date any such share options would otherwise expire in the absence of such termination. Any payment to Employee under this Section 5(e5(f) shall be in lieu of any payment that may be deemed to be payable to Employee under Section 5(g5(h), below.