Common use of Payments Upon Certain Terminations Clause in Contracts

Payments Upon Certain Terminations. (i) In the event of a termination of the Employee's employment Without Cause or a termination by the Employee of his employment for Good Reason, the Employer shall pay to the Employee (A) (1) the greater of (x) his Base Salary, if any, for the period from the Date of Termination (as defined below) through the last day of the Initial Term, provided that Employer may, at any time, pay to the Employee in a single lump sum an amount equal to the Base Salary remaining to be paid to the Employee as of the date of such lump sum payment and (y) an amount equal to one year's Base Salary, less (2) any amounts paid or to be paid to the Employee under the terms of any severance plan or program of Employer, if any, as in effect on the Date of Termination, (B) the Annual Bonus with respect to a completed fiscal year to the extent not theretofore paid to the Employee and (C) a Pro Rata Share of the Annual Bonus (as defined below) for the fiscal year in which the Date of Termination occurred. Employer shall also provide, in addition to the continuation of Base Salary, continued employee benefits and vesting of Incentive Awards (as defined under Group's Stock Incentive Plan, amended and restated April 30, 1998, as the same may be amended from time to time, the "SIP") through the Initial Term. Any benefits payable to the Employee under any otherwise applicable plans, policies and practices of Employer shall not be limited by this provision.

Payments Upon Certain Terminations. (i) In the event of a termination of the Employee's employment Without Cause or a termination by the Employee of his employment for Good Reason, the Employer shall pay to the Employee (A) (1) the greater of (x) his Base Salary, if any, for the period from the Date of Termination (as defined below) through the last day of the Initial Term, Term and (y) an amount equal to one year's Base Salary; provided that Employer may, at any time, pay to the Employee in a single lump sum an amount equal to the Base Salary remaining to be paid to the Employee as of the date of such lump sum payment and (y) an amount equal to one year's Base Salarypayment, less (2) any amounts paid or to be paid to the Employee under the terms of any severance plan or program of Employer, if any, as in effect on the Date of Termination, (B) the Annual Bonus with respect to a completed fiscal year to the extent not theretofore paid to the Employee and (C) a Pro Rata Share of the Annual Bonus (as defined below) for the fiscal year in which the Date of Termination occurred. In the event of the Employee's termination of employment pursuant to Section 6(c) or 6(d), the Employer shall also provideprovide the Employee with a leave of absence from the date of termination of employment until April 26, in addition 2006 for purposes of determining eligibility (but not the amount of, or time of commencement of, benefits) of the Employee for retiree benefits pursuant to the continuation of Base Salaryany retiree benefit plan, continued employee benefits practice and vesting of Incentive Awards (as defined under Group's Stock Incentive Plan, amended and restated April 30, 1998, as the same may be amended from time to time, the "SIP") through the Initial Term. Any benefits payable policy applicable to the Employee under at the Date of Termination. Notwithstanding anything to the contrary in any otherwise applicable plansdocument or statement, policies and practices including but not limited to this Agreement, the Employer reserves the right to change without notice any benefit plan, practice or policy at its sole discretion. Changes may include reduction or termination of Employer shall not be limited by this provisionany benefit plan, practice or policy.

Payments Upon Certain Terminations. (i) In the event of a termination of the Employee's employment Without Cause or a termination by the Employee of his employment for Good Reason, the Employer shall pay to the Employee (A) (1) the greater of (x) his Base Salary, if any, for the period from the Date of Termination (as defined below) through the last day of the Initial Term, provided that Employer may, at any time, pay to the Employee in a single lump sum an amount equal to the Base Salary remaining to be paid to the Employee as of the date of such lump sum payment Term and (y) an amount equal to one year's Base Salary, less (2) any amounts paid or to be paid to the Employee under the terms of any severance plan or program of Employer, if any, as in effect on the Date of Termination, (B) the Annual Bonus with respect to a completed fiscal year to the extent not theretofore paid to the Employee and (C) a Pro Rata Share of the Annual Bonus (as defined below) for the fiscal year in which the Date of Termination occurred. Employer shall also provide, in addition Amounts payable under (A) above will be paid to the continuation Employee in a lump sum in cash as soon as reasonably practicable after the Date of Base SalaryTermination, continued employee benefits and vesting provided that the payment at such time can be characterized as a “short-term deferral” for purposes of Incentive Awards (as defined under Group's Stock Incentive Plan, amended and restated April 30, 1998Section 409A of the Internal Revenue Code of 1986, as amended (the same may “Code”), or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be amended from time so characterized, and the Employee is a “specified employee” under Code Section 409A, such portion of the payment shall be delayed until the earlier to time, occur of the "SIP") through Employee’s death or the Initial Termdate that is six months and one day following the Employee’s Date of Termination. Any benefits The Annual Bonus payable to the Employee under any otherwise applicable plans(B) above will be paid to the Employee within the first 2 ½ months afterthe close of the calendar year to which the Annual Bonus applies, policies and practices the Pro Rata Share of Employer the Annual Bonus under (C) above shall not be limited by this provisionpayable as described in Section 6(f)(iii) below.

Payments Upon Certain Terminations. (i) In the event of a termination of the Employee's employment Without Cause or a termination by the Employee of his employment for Good Reason, the Employer shall pay to the Employee (A) (1) the greater of (x) his Base Salary, if any, for the period from the Date of Termination (as defined below) through the last day of the Initial Term, provided that Employer may, at any time, pay to the Employee in a single lump sum an amount equal to the Base Salary remaining to be paid to the Employee as of the date of such lump sum payment and Term or (y) an amount equal to one year's Base Salary, less (2) any amounts paid or to be paid to the Employee under the terms of any severance plan or program of Employer, if any, as in effect on the Date of Termination, (B) the Annual Bonus with respect to a completed fiscal year to the extent not theretofore paid to the Employee and (C) a Pro Rata Share of the Annual Bonus (as defined below) for the fiscal year in which the Date of Termination occurred. Employer shall also provide, in addition Amounts payable under (A) above will be paid to the continuation Employee in a lump sum in cash as soon as reasonably practicable after the Date of Base SalaryTermination, continued employee benefits and vesting provided that the payment at such time can be characterized as a “short-term deferral” for purposes of Incentive Awards (as defined under Group's Stock Incentive Plan, amended and restated April 30, 1998Section 409A of the Internal Revenue Code of 1986, as amended (the same may “Code”), or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be amended from time so characterized, and the Employee is a “specified employee” under Code Section 409A, such portion of the payment shall be delayed until the earlier to time, occur of the "SIP") through Employee’s death or the Initial Termdate that is six months and one day following the Employee’s Date of Termination. Any benefits The Annual Bonus payable to the Employee under any otherwise applicable plans(B) above will be paid to the Employee within the first 2 ½ months after the close of the calendar year to which the Annual Bonus applies, policies and practices the Pro Rata Share of Employer the Annual Bonus under (C) above shall not be limited by this provisionpayable as described in Section 6(f)(iii) below.

Payments Upon Certain Terminations. (i) In the event of a termination of the Employee's employment Without Cause or a termination by the Employee of his employment for Good Reason, the Employer shall pay to the Employee (A) (1) the greater of (x) his Base Salary, if any, for the period from the Date of Termination (as defined below) through the last day of the Initial Term, Term and (y) an amount equal to one year's Base Salary; provided that Employer may, at any time, pay to the Employee in a single lump sum an amount equal to the Base Salary remaining to be paid to the Employee as of the date of such lump sum payment and (y) an amount equal to one year's Base Salarypayment, less (2) any amounts paid or to be paid to the Employee under the terms of any severance plan or program of Employer, if any, as in effect on the Date of Termination, (B) the Annual Bonus with respect to a completed fiscal year to the extent not theretofore paid to the Employee and (C) a Pro Rata Share of the Annual Bonus (as defined below) for the fiscal year in which the Date of Termination occurred. In the event of the Employee's termination of employment pursuant to Section 6(c) or 6(d), the Employer shall also provideprovide the Employee with a leave of absence from the date of termination of employment until June 17, in addition 2004 for purposes of determining eligibility (but not the amount of, or time of commencement of, benefits) of the Employee for retiree benefits pursuant to the continuation of Base Salaryany retiree benefit plan, continued employee benefits practice and vesting of Incentive Awards (as defined under Group's Stock Incentive Plan, amended and restated April 30, 1998, as the same may be amended from time to time, the "SIP") through the Initial Term. Any benefits payable policy applicable to the Employee under at the Date of Termination. Notwithstanding anything to the contrary in any otherwise applicable plansdocument or statement, policies and practices including but not limited to this Agreement, the Employer reserves the right to change without notice any benefit plan, practice or policy at its sole discretion. Changes may include reduction or termination of Employer shall not be limited by this provisionany benefit plan, practice or policy.