Common use of Good Reason; Other Than for Cause Clause in Contracts

Good Reason; Other Than for Cause. If, during the Term, the ---------------------------------- Company shall terminate Executive's employment for any reason other than either (i) Cause or (ii) Disability, or the Executive shall terminate his employment for Good Reason, the Company shall (A) in the event of such termination of employment on or before the LTIP Program Date, pay to Executive the amount of Executive's LTIP Award, payable within 30 days following the LTIP Program Date, (B) (i) pay to Executive an amount equal to the Base Salary as in effect immediately preceding the Date of Termination, that the Executive would have received for the period of 18 months following Executive's Date of Termination (the "Continuation Period"), and (ii) pay to Executive an amount equal to 1.5 times the average of (x) Executive's target bonus under the ABP for the year in which Executive's Date of Termination occurs and (y) the annual bonus under the ABP for the year immediately preceding the year in which Executive's Date of Termination occurs, and (iii) pay to Executive the pro rata portion of Executive's ABP award for the year of termination of employment, provided that the Company's performance, or where applicable, the Group's performance, warrants such award, and (C) provide Executive during the Continuation Period with continued coverage under the Company's health, life and disability insurance plans, provided that Executive continues to contribute the employee share of the cost applicable to such coverage and, provided such benefits are secondary to any other coverage obtained by Executive during such coverage period. Executive must advise the Company of any other coverage obtained during the Continuation Period. Amounts payable to Executive pursuant to subparagraph (B) above shall be paid in a lump sum within 30 days following Executive's Date of Termination unless Executive elects more than 120 days before the Date of Termination to defer their receipt pursuant to the nonqualified deferred compensation arrangement described in Section 5(e) hereof.

Good Reason; Other Than for Cause. If, during the Term, the ---------------------------------- Company shall terminate Executive's employment for any reason other than either (i) Cause or (ii) Disability, or the Executive shall terminate his employment for Good Reason, the Company shall (A) in the event of such termination of employment on or before the LTIP Program Date, pay to Executive the amount of Executive's LTIP Award, payable within 30 days following the LTIP Program Date, (B) (i) pay to Executive an amount equal to the Base Salary as in effect immediately preceding the Date of Termination, that the Executive would have received for the period of 18 24 months following Executive's Date of Termination (the "Continuation Period"), and (ii) pay to Executive an amount equal to 1.5 times the average of (x) Executive's target bonus under the ABP for the year in which Executive's Date of Termination occurs and (y) the annual bonus under the ABP for the year immediately preceding the year in which Executive's Date of Termination occurs, and (iii) pay to Executive the pro rata portion of Executive's ABP award for the year of termination of employment, provided that the Company's performance, or where applicable, the Group's performance, warrants such award, and (C) provide Executive during the Continuation Period with continued coverage under the Company's health, life and disability insurance plans, provided that Executive continues to contribute the employee share of the cost applicable to such coverage and, provided such benefits are secondary to any other coverage obtained by Executive during such coverage period. Executive must advise the Company of any other coverage obtained during the Continuation Period. Amounts payable to Executive pursuant to subparagraph (B) above shall be paid in a lump sum within 30 days following Executive's Date of Termination unless Executive elects more than 120 days before the Date of Termination to defer their receipt pursuant to the nonqualified deferred compensation arrangement described in Section 5(e) hereof.

Good Reason; Other Than for Cause. If, during the Term, the ---------------------------------- Company shall terminate Executive's employment for any reason other than either (i) Cause or (ii) Disability, or the Executive shall terminate his employment for Good Reason, the Company shall (A) in the event of such termination of employment on or before the LTIP Program Date, pay to Executive the amount of Executive's LTIP Award, payable within 30 days following the LTIP Program Date, (B) (i) pay to Executive an amount equal to the Base Salary as in effect immediately preceding the Date of Termination, that the Executive would have received for the period of 18 24 months following Executive's Date of Termination (the "Continuation Period"), and (ii) pay to Executive an amount equal to 1.5 times the average of (x) Executive's target bonus under the ABP for the year in which Executive's Date of Termination occurs and (y) the annual bonus under the ABP for the year immediately preceding the year in which Executive's Date of Termination occurs, and (iii) pay to Executive the pro rata portion of Executive's ABP award for the year of termination of employment, provided that the Company's performance, or where applicable, the Group's performance, warrants such award, and (C) provide Executive during the Continuation Period with continued coverage under the Company's health, life and disability insurance plans, provided that Executive continues to contribute the employee share of the cost applicable to such coverage and, provided such benefits are secondary to any other coverage obtained by Executive during such coverage period. Executive must advise the Company of any other coverage obtained during the Continuation Period. Amounts payable to Executive pursuant to subparagraph (B) above shall be paid in a lump sum within 30 days following Executive's Date of Termination unless Executive elects more than 120 days before the Date of Termination to defer their receipt pursuant to the nonqualified deferred compensation arrangement described in Section 5(e) hereof.