Common use of Termination Without Cause or Constructive Termination Without Cause Clause in Contracts

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive's employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination without Cause, the Executive shall be entitled to the following benefits: (i) Base Salary through the date of termination; (ii) Base Salary, at the annualized rate in effect on the date of termination, for a period of 24 months following such termination, provided that, at the Executive's option, the Company shall pay him the present value of such salary continuation payments in a lump sum (using as the discount rate the Applicable Federal Rate specified under Section 1274 of the Internal Revenue Code of 1986, as amended (the "Code"), for short-term Treasury obligations as published by the Internal Revenue Service for the month in which such termination occurs); (iii) a Pro Rata annual incentive award for the year in which termination occurs, based on his original target award for such year, payable when annual incentive awards are paid to other senior executives (or in a lump sum in accordance with the proviso in ▇▇▇▇▇▇▇ ▇▇ (▇) (▇▇)); (iv) an annual incentive award for a period of 24 months following the date of termination, based on his original target award for the year in which termination occurs and payable in equal monthly installments over the 24-month period of Base Salary continuation payments pursuant to Section 12 (d) (ii) (or in a lump sum in accordance with the proviso in ▇▇▇▇▇▇▇ ▇▇ (▇) (▇▇)); (v) options granted pursuant to Section 7 (c) shall accelerate and remain exercisable in accordance with Exhibit B; all options both in shares of the Company and any Internet Venture, whether or not then exercisable, shall become exercisable and shall remain exercisable until the end of their originally scheduled terms; (vi) the restrictions on restricted stock shall lapse; and (vii) the Executive shall be entitled to continued participation in all medical, dental, vision and hospitalization insurance coverage and in other employee benefit plans or programs in which he was participating on the date of his termination until the earlier of: (A) 24 months following the date of termination and (B) the date, or dates, he becomes eligible for coverage and benefits under the plans and programs of a subsequent employer. The Executive shall promptly advise the Company of any such subsequent employment and the benefits he receives in connection therewith. In the event the Company's plans do not permit continuation of Executive's participation following his termination, the Company shall provide the Executive with an amount which, after taxes, is sufficient for him to purchase equivalent benefits.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive's employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination without Cause, the Executive shall be entitled to the following benefits: (i) Base Salary through the date of termination; (ii) Base Salary, at the annualized rate in effect on the date of termination, for a period of 24 months following such termination, provided that, at the Executive's option, the Company shall pay him the present value of such salary continuation payments in a lump sum (using as the discount rate the Applicable Federal Rate specified under Section 1274 of the Internal Revenue Code of 1986, as amended (the "Code"), for short-term Treasury obligations as published by the Internal Revenue Service for the month in which such termination occurs); (iii) a Pro Rata annual incentive award for the year in which termination occurs, based on his original target award for such year, payable when annual incentive awards are paid to other senior executives (or in a lump sum in accordance with the proviso in ▇▇▇▇▇▇▇ ▇▇ (▇) (▇▇)); (iv) an annual incentive award for a period of 24 months following the date of termination, based on his original target award for the year in which termination occurs and payable in 24 equal monthly installments over the 24-month period of Base Salary continuation payments pursuant to Section 12 (d) (ii) (or in a lump sum in accordance with the proviso in ▇▇▇▇▇▇▇ ▇▇ (▇) (▇▇))following such termination; (v) All options granted pursuant to Section 7 (c) shall accelerate and remain exercisable in accordance with Exhibit B; all options both in on shares of the Company and any Internet Venturegranted the Executive prior to 2002, whether or not then exercisable, shall become exercisable and shall remain exercisable until the end of their originally scheduled terms; (vi) the restrictions on restricted stock shall lapse; and (viivi) the Executive shall be entitled to continued participation in all medical, dental, vision and hospitalization insurance coverage and in other employee benefit plans or programs in which he was participating on the date of his termination until the earlier of: (A) 24 months following the date of termination and (B) the date, or dates, he becomes eligible for coverage and benefits under the plans and programs of a subsequent employer. The Executive shall promptly advise the Company of any such subsequent employment and the benefits he receives in connection therewith. In the event the Company's plans do not permit continuation of Executive's participation following his termination, the Company shall provide the Executive with an amount which, after taxes, is sufficient for him to purchase equivalent benefits.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive's ’s employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination without Cause, the Executive shall be entitled to the following benefits: (i) Base Salary through the date Date of terminationTermination, paid consistent with regular payroll practices of the Company; (ii) Base Salary, at the annualized rate in effect on the date Date of terminationTermination, for a period of 24 months following such termination, provided thatpayable, at subject to Section 12(k), promptly following the Executive's option, the Company shall pay him the present value Date of such salary continuation payments Termination in a lump sum (using as the discount rate the Applicable Federal Rate specified under Section 1274 of the Internal Revenue Code of 1986, as amended (the "Code"), for short-term Treasury obligations as published by the Internal Revenue Service for the month in which such termination occurs)sum; (iii) a Pro Rata annual incentive award for the year in which termination occurs, based on his original target award for the time the executive was employed in that year if, and to the extent, such yearawards are otherwise earned, payable to be paid in a single installment, subject to Section 12(k), when annual incentive such awards are paid to other senior executives (or others in a lump sum in accordance with the proviso in ▇▇▇▇▇▇▇ ▇▇ (▇) (▇▇))year following the year of termination; (iv) an annual incentive award for a period of 24 months following at twice the date of termination, based on his original target award Target bonus level for the year in which termination occurs and payable in equal monthly installments over the 24-month period of Base Salary continuation payments pursuant occurs, promptly payable, subject to Section 12 (d) (ii) (or 12(k), in a lump sum in accordance with the proviso in ▇▇▇▇▇▇▇ ▇▇ (▇) (▇▇))single installment after his termination; (v) options granted pursuant to Section 7 (c) shall accelerate and remain exercisable in accordance with Exhibit B; all options both in shares of the Company and any Internet Ventureoutstanding options, whether or not then exercisablevested, shall become exercisable vest and shall remain exercisable for a period of two years or until the end of their originally scheduled termsterm, if less; (vi) Pro Rata long-term incentives shall be payable, subject to Section 12(k), when scheduled to be paid (if, and to the restrictions on restricted stock shall lapseextent, such awards are payable); and (vii) the Executive shall be entitled to continued participation in all medical, dental, vision and hospitalization insurance coverage and in other employee benefit plans or programs covered by Section 8 in which he was participating on the date of the termination of his termination employment until the earlier of: (A) of 24 months following the date termination of termination and (B) employment or the date, or dates, he becomes eligible for receives equivalent coverage and benefits under the plans and programs of from a subsequent employer. The Executive shall promptly advise ; provided, however, that this continued participation does not include continued participation in either the Company of any such subsequent employment and qualified pension plan or the benefits he receives in connection therewith401(k) plan. In the event the Company's ’s plans do not permit continuation of Executive's ’s participation in the benefit plans and programs covered by this Section 12(d)(vii), following his termination, then the Company shall itself pay or provide the benefit to the Executive. The Executive with shall pay cost, on an after-tax basis, for the continued health benefit coverage, subject to Section 12(k), on or about January 31 of the year following the year in which the Date of Termination occurs and continuing on or about each January 31 until the year following the last year of the benefits period the Company will make a payment to the Executive such that, after payment of all taxes incurred by the Executive as a result of the Executive’s receipt of the continued health benefit coverage and payment by the Company, the Executive retains an amount which, after taxes, is sufficient equal to the amount the Executive paid during the immediately preceding calendar year for him to purchase equivalent benefitsthe health benefit coverage described in this Section.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive's employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination without Without Cause, the Executive shall be entitled to the following benefitsto: (i) The Base Salary through the date of terminationtermination of the Executive's employment; (ii) The Base Salary, at the annualized rate in effect on the date of terminationtermination of the Executive's employment (or in the event a reduction in Base Salary is the basis for a Constructive Termination Without Cause, then the Base Salary in effect immediately prior to such reduction), for a period of 24 36 months following such termination, ; provided that, that at the Executive's option, option the Company Companies shall pay him the present value of such salary continuation payments in a lump sum (using as the discount rate the Applicable Federal Rate specified under Section 1274 of the Internal Revenue Code of 1986, as amended (the "Code"), for short-short term Treasury obligations as published by the Internal Revenue Service for the month in which such termination occurs); (iii) a Pro Rata annual incentive award for the year in which termination occurs, based on his original target award for such year, payable when annual The balance of any incentive awards are paid to other senior executives earned (or in a lump sum in accordance with the proviso in ▇▇▇▇▇▇▇ ▇▇ (▇) (▇▇)but not yet paid); (iv) an annual incentive award for a period of 24 months following the date of terminationThe right to exercise any stock option in full, based on his original target award for the year in which termination occurs and payable in equal monthly installments over the 24-month period of Base Salary continuation payments whether or not such right is exercisable pursuant to Section 12 (d) (ii) (or in a lump sum in accordance with the proviso in ▇▇▇▇▇▇▇ ▇▇ (▇) (▇▇));terms of the grant. (v) options granted Any pension benefit that may become due pursuant to Section 7 (c) shall accelerate and remain exercisable in accordance with Exhibit B; all options both in shares of the Company and any Internet Venture, whether or not then exercisable, shall become exercisable and shall remain exercisable until the end of their originally scheduled terms6 above; (vi) Continued accrual of credited service for the restrictions on restricted stock purpose of the pension benefit provided under Section 6 above for the period of 36 months or his attainment of age 65, whichever shall lapse; andfirst occur; (vii) the Executive shall be entitled to continued Continued participation in all medical, dental, vision hospitalization and hospitalization life insurance coverage and in other employee benefit plans or programs in which he was participating on the date of the termination of his termination employment until the earlier of: (A) 24 months following The end of the date period during which he is receiving salary continuation payments (or in respect of termination andwhich a lump-sum severance payment is made); (B) the The date, or dates, he becomes eligible for receives equivalent coverage and benefits under the plans and programs of a subsequent employer. The employer (such coverages and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (x) if the Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (vii) of this Section 8(c), he shall promptly advise be provided with the Company after-tax economic equivalent of the benefit provided under the plan or program in which he is unable to participate for the period specified in this clause (vii) of this Section 8(c), (y) the economic equivalent of any such subsequent employment and benefit foregone shall be deemed to be the benefits he receives in connection therewith. In the event the Company's plans do not permit continuation of Executive's participation following his termination, the Company shall provide lowest cost that would be incurred by the Executive in obtaining such benefit himself on an individual basis, and (z) payment of such after-tax economic equivalent shall be made quarterly in advance; and (viii) Other or additional benefits in accordance with an amount which, after taxes, is sufficient for him applicable plans and programs of the Companies to purchase equivalent benefitsthe date of termination.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive's employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination without Cause, the Executive shall be entitled to the following benefits: (i) Base Salary through the date of termination; (ii) Base Salary, at the annualized rate in effect on the date of termination, for a period of 24 months following such termination, provided that, at payable promptly following the Executive's option, the Company shall pay him the present value date of such salary continuation payments termination in a lump sum (using as the discount rate the Applicable Federal Rate specified under Section 1274 of the Internal Revenue Code of 1986, as amended (the "Code"), for short-term Treasury obligations as published by the Internal Revenue Service for the month in which such termination occurs)sum; (iii) a Pro Rata annual incentive award for the year in which termination occurs, based on his original the higher of (A) the actual bonus awarded in the prior year or (B) the target award for such yearbonus in the year of termination, payable when annual incentive awards are paid to other senior executives (or in a lump sum in accordance with the proviso in ▇▇▇▇▇▇▇ ▇▇ (▇) (▇▇))single installment promptly after his termination; (iv) an annual incentive award for a period of 24 months following the date of termination, based on his original the higher of (A) the actual bonus awarded in the prior year or (B) the target award for bonus in the year in which termination occurs of termination, and payable in equal monthly installments over the 24-month period of Base Salary continuation payments pursuant to Section 12 (d) (ii) (or in a lump sum in accordance with promptly following the proviso in ▇▇▇▇▇▇▇ ▇▇ (▇) (▇▇))date of termination; (v) options granted pursuant to Section 7 (c) shall accelerate and remain exercisable in accordance with Exhibit B; all options both in shares of the Company and any Internet Venture, whether or not then exercisable, shall become exercisable and shall remain exercisable for a period of two years or until the end of their originally scheduled termsterm, if less; (vi) the restrictions sign-on restricted stock Deferred Shares shall lapsebe immediately deliverable; and (vii) the Executive unvested performance-based Restricted Shares and Performance Shares shall be entitled forfeited; (viii) Pro Rata long-term incentives shall be payable when scheduled to be paid (if such awards are payable); (ix) 24 months of additional credited service for SERP benefits determined as provided in Section 9; and (x) continued participation in all medical, dental, vision and hospitalization insurance coverage and in other employee benefit plans or programs in which he was participating on the date of the termination of his termination employment until the earlier of: (A) of 24 months following the date termination of termination and (B) employment or the date, or dates, he becomes eligible for receives equivalent coverage and benefits under the plans and programs of from a subsequent employer. The Executive shall promptly advise the Company of any such subsequent employment and the benefits he receives in connection therewith. In the event the Company's plans do not permit continuation of Executive's participation following his termination, the Company shall provide the Executive with an amount which, after taxes, is sufficient for him to purchase equivalent benefits.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive's employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination without Without Cause, the Executive shall be entitled to the following benefitsto: (i) The Base Salary through the date of terminationtermination of the Executive's employment; (ii) The Base Salary, at the annualized rate in effect on the date of terminationtermination of the Executive's employment (or in the event a reduction in Base Salary is the basis for a Constructive Termination Without Cause, then the Base Salary in effect immediately prior to such reduction), for a period of 24 36 months following such termination, ; provided that, that at the Executive's option, option the Company Companies shall pay him the present value of such salary continuation payments in a lump sum (using as the discount rate the Applicable Federal Rate specified under Section 1274 of the Internal Revenue Code of 1986, as amended (the "Code"), for short-short term Treasury obligations as published by the Internal Revenue Service for the month in which such termination occurs); (iii) a Pro Rata annual incentive award for the year in which termination occurs, based on his original target award for such year, payable when annual The balance of any incentive awards are paid to other senior executives earned (or in a lump sum in accordance with the proviso in ▇▇▇▇▇▇▇ ▇▇ (▇) (▇▇)but not yet paid); (iv) an annual incentive award for a period of 24 months following the date of terminationThe right to exercise any stock option in full, based on his original target award for the year in which termination occurs and payable in equal monthly installments over the 24-month period of Base Salary continuation payments whether or not such right is exercisable pursuant to Section 12 (d) (ii) (or in a lump sum in accordance with the proviso in ▇▇▇▇▇▇▇ ▇▇ (▇) (▇▇));terms- of the grant. (v) options granted Any pension benefit that may become due pursuant to Section 7 (c) shall accelerate and remain exercisable in accordance with Exhibit B; all options both in shares of the Company and any Internet Venture, whether or not then exercisable, shall become exercisable and shall remain exercisable until the end of their originally scheduled terms5 above; (vi) Continued accrual of credited service for the restrictions on restricted stock purpose of the pension benefit provided under Section 5 above for the period of 36 months or his attainment of age 65, whichever shall lapse; andfirst occur; (vii) the Executive shall be entitled to continued Continued participation in all medical, dental, vision hospitalization and hospitalization life insurance coverage and in other employee benefit plans or programs in which he was participating on the date of the termination of his termination employment until the earlier of: (A) 24 months following The end of the date period during which he is receiving salary continuation payments (or in respect of termination andwhich a lump-sum severance payment is made); (B) the The date, or dates, he becomes eligible for receives equivalent coverage and benefits under the plans and programs of a subsequent employer. The employer (such coverages and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (x) if the Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (ix) of this Section 7(c), he shall promptly advise be provided with the Company after-tax economic equivalent of the benefit provided under the plan or program in which he is unable to participate for the period specified in this -clause (ix) of this Section 7(c), (y) the economic equivalent of any such subsequent employment and benefit foregone shall be deemed to be the benefits he receives in connection therewith. In the event the Company's plans do not permit continuation of Executive's participation following his termination, the Company shall provide lowest cost that would be incurred by the Executive in obtaining such benefit himself on an individual basis, and (z) payment of such after-tax economic equivalent shall be made quarterly in advance; and (viii) Other or additional benefits in accordance with an amount which, after taxes, is sufficient for him applicable plans and programs of the Companies to purchase equivalent benefitsthe date of termination.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive's employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination without Cause, the Executive shall be entitled to the following benefits: (i) Base Salary through the date of termination; (ii) Base Salary, at the annualized rate in effect on the date of termination, for a period of 24 months following such termination, provided that, at the Executive's option, the Company shall pay him the present value of such salary continuation payments in a lump sum (using as the discount rate the Applicable applicable Federal Rate rate specified under Section 1274 of the Internal Revenue Code of 1986, as amended (the "Code"), for short-term Treasury obligations as published by the Internal Revenue Service for the month in which such termination occurs); (iii) a Pro Rata annual incentive award for the year in which termination occurs, based on his original target award for such year, payable when annual incentive awards are paid to other senior executives (or in a lump sum in accordance with the proviso in ▇▇▇▇▇▇▇ ▇▇ (▇) (▇▇Section 12(d)(ii)); (iv) an annual incentive award for a period of 24 months following the date of termination, based on his original target award for the year in which termination occurs and payable in equal monthly installments over the 24-month period of Base Salary continuation payments pursuant to Section 12 (d) (ii12(d)(ii) (or in a lump sum in accordance with the proviso in ▇▇▇▇▇▇▇ ▇▇ (▇) (▇▇Section 12(d)(ii)); (v) options granted pursuant to Section 7 (c) shall accelerate and remain exercisable in accordance with Exhibit B; all options both in shares of the Company and any Internet Ventureoutstanding options, whether or not then exercisable, shall become exercisable and shall remain exercisable until the end of their originally scheduled terms; (vi) the restrictions on restricted stock shall lapse; (vii) payment of Restricted Stock Units in accordance with Section 7(c) and Exhibit D; (viii) payout for each LTIP performance cycle in which the Executive was then participating, based on the original target performance, payable in accordance with the plan (or in a lump sum in accordance with the proviso in Section 12(d)(ii)); (ix) the supplemental pension benefit provided in Section 9 shall fully vest; and (viix) the Executive shall be entitled to continued participation in all medical, dental, vision and hospitalization insurance coverage and in other employee benefit plans or programs in which he was participating on the date of his termination until the earlier of: (A) 24 months following the date of termination and and (B) the date, or dates, he becomes eligible for receives equivalent coverage and benefits under the plans and programs of a subsequent employer. The Executive shall promptly advise the Company of any such subsequent employment and the benefits he receives in connection therewith. In the event the Company's plans do not permit continuation of Executive's participation following his termination, the Company shall provide the Executive with an amount which, after taxes, is sufficient for him to purchase equivalent benefits.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive's employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination without Cause, the Executive shall be entitled to the following benefits: (i) Base Salary through the date of termination; (ii) Base Salary, at the annualized rate in effect on the date of termination, for a period of 24 12 months following such termination, provided that, at the Executive's option, the Company shall pay him the present value of such salary continuation payments in a lump sum (using as the discount rate the Applicable applicable Federal Rate rate specified under Section 1274 of the Internal Revenue Code of 1986, as amended (the "Code"), for short-term Treasury obligations as published by the Internal Revenue Service for the month in which such termination occurs); (iii) a Pro Rata annual incentive award for the year in which termination occurs, based on his original target award for such year, payable when annual incentive awards are paid to other senior executives (or in a lump sum in accordance with the proviso in ▇▇▇▇▇▇▇ ▇▇ (▇) (▇▇Section 9(d)(ii)); (iv) an annual incentive award for a period of 24 12 months following the date of termination, based on his original target award for the year in which termination occurs and payable in equal monthly installments over the 2412-month period of Base Salary continuation payments pursuant to Section 12 (d) (ii9(d)(ii) (or in a lump sum in accordance with the proviso in ▇▇▇▇▇▇▇ ▇▇ (▇) (▇▇Section 9(d)(ii)); (v) all outstanding vested options granted pursuant to Section 7 (c) shall accelerate and remain exercisable in accordance with Exhibit B; all options both in shares of the Company and any Internet Venture, whether or not then exercisable, shall become exercisable and shall remain exercisable until the end of their originally scheduled terms; (vi) the restrictions on restricted stock shall lapse; and (vii) the Executive shall be entitled to continued participation in all medical, dental, vision and hospitalization insurance coverage and in other employee benefit plans or programs in which he was participating on the date of his termination until the earlier of: (A) 24 12 months following the date of termination and (B) the date, or dates, he becomes eligible for receives equivalent coverage and benefits under the plans and programs of a subsequent employer. The Executive shall promptly advise the Company of any such subsequent employment and the benefits he receives in connection therewith. In the event the Company's plans do not permit continuation of Executive's participation following his termination, the Company shall provide the Executive with an amount which, after taxes, is sufficient for him to purchase equivalent benefits.

Termination Without Cause or Constructive Termination Without Cause. In AMS may terminate the event Employee's employment at any time without Cause, provided that it gives written notice of termination at least 60 days before the Executivedate of such termination. If the Employee's employment is terminated by the Company without Cause, other than due to Disability or death, or in the event if there is a Constructive Termination constructive termination without Cause, as defined below, the Executive Employee shall be entitled to receive from AMS the following benefitsfollowing: (i) Base Salary payment of any unpaid portion of his base salary through the effective date of such termination; (ii) Base Salary, at the annualized rate reimbursement for any outstanding reasonable business expense he has incurred in effect on the date of termination, for a period of 24 months following such termination, provided that, at the Executive's option, the Company shall pay him the present value of such salary continuation payments in a lump sum (using as the discount rate the Applicable Federal Rate specified under Section 1274 of the Internal Revenue Code of 1986, as amended (the "Code"), for short-term Treasury obligations as published by the Internal Revenue Service for the month in which such termination occurs)performing his duties hereunder; (iii) a Pro Rata annual incentive award for the year in which termination occurs, based on his original target award for such year, payable when annual incentive awards are paid right to other senior executives (or in a lump sum in accordance with elect continuation coverage of insurance benefits to the proviso in ▇▇▇▇▇▇▇ ▇▇ (▇) (▇▇))extent required by law; (iv) an annual incentive award for a period full vesting of 24 months following the date of termination, based on his original target award for the year in which termination occurs and payable in equal monthly installments over the 24-month period of Base Salary continuation payments pursuant to Section 12 (d) (ii) (or in a lump sum in accordance with the proviso in ▇▇▇▇▇▇▇ ▇▇ (▇) (▇▇))any unexercised stock options; (v) options granted pursuant to Section 7 (c) shall accelerate and remain exercisable in accordance with Exhibit B; all options both in shares payment of the Company any accrued but unpaid benefits, and any Internet Ventureother rights, whether as required by the terms of any employee benefit plan or not then exercisableprogram of AMS, shall become exercisable this Agreement, or any other agreement between AMS and shall remain exercisable until the end of their originally scheduled termsEmployee; (vi) payment of amounts equal to any premiums for health insurance continuation coverage under any AMS health plans that is elected by the restrictions on restricted stock shall lapseEmployee or his beneficiaries pursuant to Section 4980B of the Internal Revenue Code, at a time or times mutually agreed to by the parties, but only so long as the Employee is not eligible for coverage under a health plan of another employer (whether or not he elects to receive coverage under that plan); and (vii) a severance benefit in an amount equal to 250% if such termination occurs on or before June 30, 2002, and 100% if such termination occurs after June 30, 2002, of the Executive Employee's annual base salary in effect immediately preceding such termination, but only if (1) the Employee executes a release substantially identical to the release attached hereto, (2) the period for revoking such release has expired, and (3) the Employee has complied with the requirements of Sections 9 and 10 hereof. AMS shall pay to the Employee 75% of the severance benefit in paragraph (vii) within 30 days after all of the applicable conditions are satisfied. The other 25% of the severance benefit shall be entitled placed in an interest-bearing escrow account for 12 months. If the Employee complies with the covenants in Sections 9 and 10 hereof throughout that period, the amount credited to continued participation in the account shall be paid to him within 30 days after the end of the period. If the Employee does not comply with the requirements of Sections 9 and 10 hereof throughout that period, the amount credited to the account shall be paid to AMS. All severance benefits paid to the Employee shall be paid subject to all medicallegally required payroll deductions and withholdings for sums owed by the Employee to AMS. For purposes of this Agreement, dentalconstructive termination without Cause shall mean a termination of the Employee at his own initiative following the occurrence, vision and hospitalization insurance coverage and in other employee benefit plans without the Employee's prior written consent, of one or programs in which he was participating more of the following events not on the date account of his termination until the earlier ofCause: (A1) 24 months following a significant diminution in the date nature or scope of termination andthe Employee's authority or the duties that the Employee performs, unless the Employee is given new authority or assigned new duties (whichever is applicable) that are substantially comparable to his previous authority and duties; (B2) a significant reduction in the dateEmployee's then current base salary, or datesa significant reduction in his opportunities for earnings under his incentive compensation plans, he becomes eligible for coverage and benefits under or the plans and programs of a subsequent employer. The Executive shall promptly advise the Company termination or significant reduction of any such subsequent employment and the benefits he receives employee benefit or perquisite enjoyed by him (in connection therewith. In the event the Company's plans do not permit continuation of Executive's participation following his termination, the Company shall provide the Executive with an amount which, after taxes, is sufficient for him to purchase equivalent benefits.each case except as part of

Termination Without Cause or Constructive Termination Without Cause. In Caneum may terminate the event Employee's employment at any time without Cause, provided that it gives written notice of termination at least ninety (90) days before the Executivedate of such termination. If the Employee's employment is terminated by the Company without Cause, other than due to Disability or death, or in the event if there is a Constructive Termination constructive termination without Cause, as defined below, the Executive Employee shall be entitled to receive from Caneum the following benefitsfollowing: (i) Base Salary payment of any unpaid portion of his base salary through the date of such termination; (ii) Base Salary, at the annualized rate reimbursement for any outstanding reasonable business expenses he incurred in effect on the date of termination, for a period of 24 months following such termination, provided that, at the Executive's option, the Company shall pay him the present value of such salary continuation payments in a lump sum (using as the discount rate the Applicable Federal Rate specified under Section 1274 of the Internal Revenue Code of 1986, as amended (the "Code"), for short-term Treasury obligations as published by the Internal Revenue Service for the month in which such termination occurs)performing his duties hereunder; (iii) a Pro Rata annual incentive award for the year in which termination occurs, based on his original target award for such year, payable when annual incentive awards are paid right to other senior executives (or in a lump sum in accordance with elect continuation coverage of insurance benefits to the proviso in ▇▇▇▇▇▇▇ ▇▇ (▇) (▇▇))extent required by law; (iv) an annual incentive award for a period full and immediate vesting of 24 months following the date of termination, based on his original target award for the year in which termination occurs and payable in equal monthly installments over the 24-month period of Base Salary continuation payments pursuant to Section 12 (d) (ii) (or in a lump sum in accordance with the proviso in ▇▇▇▇▇▇▇ ▇▇ (▇) (▇▇))any unexercised stock options; (v) options granted pursuant to Section 7 (c) shall accelerate and remain exercisable in accordance with Exhibit B; all options both in shares payment of the Company any accrued but unpaid benefits, and any Internet Ventureother rights, whether as required by the terms of any employee benefit plan or not then exercisableprogram of Caneum, shall become exercisable this Agreement, or any other agreement between Caneum and shall remain exercisable until the end of their originally scheduled termsEmployee; (vi) payment of amounts equal to any premiums for health insurance continuation coverage under any Caneum health plans that is elected by the restrictions on restricted stock shall lapseEmployee or his beneficiaries pursuant to Section 4980B of the Internal Revenue Code, at a time or times mutually agreed to by the parties, but only so long as the Employee is not eligible for coverage under a health plan of another employer (whether or not he elects to receive coverage under that plan); and (vii) subject to limitations set forth below, a severance benefit in an amount equal to two and one half (2.5) times the Executive largest annual base salary received by Employee under the Agreement if such termination occurs on or before July 31, 2004, and one (1) time the largest annual base salary received by Employee under the Agreement if such termination occurs after July 31, 2004, but only if (x) Employee executes an agreement releasing Caneum from any further liability under this Agreement, (y) the period for revoking such release has expired, and (z) Employee has not materially breached the Confidential Information Agreement. The Employee shall be entitled deemed to continued participation have earned and Caneum shall pay to Employee 75% of the total severance benefit in Section 6(d)(vii) above within thirty (30) days after all medicalof the applicable conditions are satisfied. The remaining 25% of the severance benefit will be deemed earned by Employee, dentaland Caneum shall pay to Employee such remaining 25% of the severance benefit within thirty (30) days following the first anniversary of the Employee's termination date unless the Employee materially breaches the Confidential Information Agreement during the one year period following the Employee's termination date, vision and hospitalization insurance coverage and in other employee benefit plans or programs in which he was participating case such remaining 25% of the severance benefit will be deemed unearned and will not be paid. All severance benefits paid to the Employee shall be paid subject to all legally required payroll deductions and withholdings for sums owed by Caneum to the Employee. For purposes of this Agreement, constructive termination without Cause shall mean a termination of the Employee at his own initiative following the occurrence, without the Employee's prior written consent, of one or more of the following events not on the date account of his termination until the earlier ofCause: (A1) 24 months following a reduction in the date Employee's then current base salary, or a significant reduction by Caneum in Employee's opportunities for earnings under any incentive compensation plans or bonus opportunity, or the termination or significant reduction of termination andany benefit or perquisite enjoyed by Employee; (B2) any relocation of Caneum's office more than 10 miles from its location as of the Effective Date; (3) the date, failure of Caneum to obtain an assumption in writing of its obligation to perform under this Agreement by any successor to all or dates, he becomes eligible for coverage and benefits under substantially all of the plans and programs assets of a subsequent employer. The Executive shall promptly advise the Company of any such subsequent employment and the benefits he receives Caneum in connection therewithwith any merger, consolidation, sale or similar transaction; or (4) any material breach of this Agreement by Caneum. In the event the Company's plans do not permit continuation of Executive's participation following his terminationEmployee is terminated without Cause or there is a constructive termination without Cause, the Company each party shall provide the Executive other with an amount which, after taxes, is sufficient for him to purchase equivalent benefitswritten notice not less than thirty (30) days before the effective date of the termination of employment.

Termination Without Cause or Constructive Termination Without Cause. In Trycera may terminate the event Employee's employment at any time without Cause, provided that it gives written notice of termination at least ninety (90) days before the Executivedate of such termination. If the Employee's employment is terminated by the Company without Cause, other than due to Disability or death, or in the event if there is a Constructive Termination constructive termination without Cause, as defined below, the Executive Employee shall be entitled to receive from Trycera the following benefitsfollowing: (i) Base Salary payment of any unpaid portion of his base salary through the date of such termination; (ii) Base Salary, at the annualized rate reimbursement for any outstanding reasonable business expenses he incurred in effect on the date of termination, for a period of 24 months following such termination, provided that, at the Executive's option, the Company shall pay him the present value of such salary continuation payments in a lump sum (using as the discount rate the Applicable Federal Rate specified under Section 1274 of the Internal Revenue Code of 1986, as amended (the "Code"), for short-term Treasury obligations as published by the Internal Revenue Service for the month in which such termination occurs)performing his duties hereunder; (iii) a Pro Rata annual incentive award for the year in which termination occurs, based on his original target award for such year, payable when annual incentive awards are paid right to other senior executives (or in a lump sum in accordance with elect continuation coverage of insurance benefits to the proviso in ▇▇▇▇▇▇▇ ▇▇ (▇) (▇▇))extent required by law; (iv) an annual incentive award for a period payment of 24 months following any accrued but unpaid benefits, and any other rights, as required by the date terms of terminationany employee benefit plan or program of Trycera, based on his original target award for this Agreement, or any other agreement between Trycera and the year in which termination occurs and payable in equal monthly installments over the 24-month period of Base Salary continuation payments pursuant to Section 12 (d) (ii) (or in a lump sum in accordance with the proviso in ▇▇▇▇▇▇▇ ▇▇ (▇) (▇▇))Employee; (v) options granted pursuant to Section 7 full and immediate vesting of sixty-six and two-thirds (c66.66%) shall accelerate and remain exercisable in accordance with Exhibit B; all options both in shares of the Company and any Internet Venture, whether or not then exercisable, shall become exercisable and shall remain exercisable until the end of their originally scheduled termsunexercised stock options; (vi) payment of amounts equal to any premiums for health insurance continuation coverage under any Trycera health plan that is elected by the restrictions on restricted stock shall lapseEmployee or his beneficiaries pursuant to Section 4980B of the Internal Revenue Code, at a time or times mutually agreed to by the parties, but only so long as the Employee is not eligible for coverage under a health plan of another employer (whether or not he elects to receive coverage under that plan); and (vii) subject to limitations set forth below, a severance benefit in an amount equal to one and one half (1.50) times the Executive largest annual base salary received by Employee under the Agreement if such termination occurs on or before October 1, 2010, and one (1) time the largest annual base salary received by Employee under the Agreement if such termination occurs after October 1, 2010, but only if (x) Employee executes an agreement releasing Trycera from any further liability under this Agreement, (y) the period for revoking such release has expired, and (z) Employee has not materially breached the Confidential Information Agreement. The Employee shall be entitled deemed to continued participation have earned and Trycera shall pay to Employee 75% of the total severance benefit in Section 6(d)(vii) above within thirty (30) days after all medicalof the applicable conditions are satisfied. The remaining 25% of the severance benefit will be deemed earned by Employee, dentaland Trycera shall pay to Employee such remaining 25% of the severance benefit within thirty (30) days following the first anniversary of the Employee's termination date unless the Employee materially breaches the Confidential Information Agreement during the one year period following the Employee's termination date, vision and hospitalization insurance coverage and in other employee benefit plans or programs in which he was participating on case such remaining 25% of the date of his termination until the earlier of: (A) 24 months following the date of termination and (B) the date, or dates, he becomes eligible for coverage severance benefit will be deemed unearned and benefits under the plans and programs of a subsequent employerwill not be paid. The Executive shall promptly advise the Company of any such subsequent employment and the benefits he receives in connection therewith. In the event the Company's plans do not permit continuation of Executive's participation following his termination, the Company shall provide the Executive with an amount which, after taxes, is sufficient for him to purchase equivalent benefits.All

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive's employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination without Without Cause, the Executive shall be entitled to the following benefitsto: (i) The Base Salary through the date of terminationtermination of the Executive's employment; (ii) The Base Salary, at the annualized rate in effect on the date of terminationtermination of the Executive's employment (or in the event a reduction in Base Salary is the basis for a Constructive Termination Without Cause, then the Base Salary in effect immediately prior to such reduction), for a period of 24 36 months following such termination, ; provided that, that at the Executive's option, option the Company Companies shall pay him the present value of such salary continuation payments in a lump sum (using as the discount rate the Applicable Federal Rate specified under Section 1274 of the Internal Revenue Code of 1986, as amended (the "Code"), for short-short term Treasury obligations as published by the Internal Revenue Service for the month in which such termination occurs); (iii) a Pro Rata annual incentive award for the year in which termination occurs, based on his original target award for such year, payable when annual The balance of any incentive awards are paid to other senior executives earned (or in a lump sum in accordance with the proviso in ▇▇▇▇▇▇▇ ▇▇ (▇) (▇▇)but not yet paid); (iv) an annual incentive award for a period of 24 months following the date of terminationThe right to exercise any stock option in full, based on his original target award for the year in which termination occurs and payable in equal monthly installments over the 24-month period of Base Salary continuation payments whether or not such right is exercisable pursuant to Section 12 (d) (ii) (or in a lump sum in accordance with the proviso in ▇▇▇▇▇▇▇ ▇▇ (▇) (▇▇));terms of the grant. (v) options granted Any pension benefit that may become due pursuant to Section 7 (c) shall accelerate and remain exercisable in accordance with Exhibit B; all options both in shares of the Company and any Internet Venture, whether or not then exercisable, shall become exercisable and shall remain exercisable until the end of their originally scheduled terms5 above; (vi) Continued accrual of credited service for the restrictions on restricted stock purpose of the pension benefit provided under Section 5 above for the period of 36 months or his attainment of age 65, whichever shall lapse; andfirst occur; (vii) the Executive shall be entitled to continued Continued participation in all medical, dental, vision hospitalization and hospitalization life insurance coverage and in other employee benefit plans or programs in which he was participating on the date of the termination of his termination employment until the earlier of: (A) 24 months following The end of the date period during which he is receiving salary continuation payments (or in respect of termination andwhich a lump-sum severance payment is made); (B) the The date, or dates, he becomes eligible for receives equivalent coverage and benefits under the plans and programs of a subsequent employer. The employer (such coverages and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (x) if the Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (ix) of this Section 7(c), he shall promptly advise be provided with the Company after-tax economic equivalent of the benefit provided under the plan or program in which he is unable to participate for the period specified in this clause (ix) of this Section 7(c), (y) the economic equivalent of any such subsequent employment and benefit foregone shall be deemed to be the benefits he receives in connection therewith. In the event the Company's plans do not permit continuation of Executive's participation following his termination, the Company shall provide lowest cost that would be incurred by the Executive in obtaining such benefit himself on an individual basis, and (z) payment of such after-tax economic equivalent shall be made quarterly in advance; and (viii) Other or additional benefits in accordance with an amount which, after taxes, is sufficient for him applicable plans and programs of the Companies to purchase equivalent benefitsthe date of termination.

Termination Without Cause or Constructive Termination Without Cause. (a) In the event the Executive's employment is terminated by the Company without Cause, other than due to a Total Disability or death, or in the event there is a Constructive Termination without Without Cause, the Executive shall be entitled to the following benefitsto: (i) the Base Salary through the date of terminationtermination of the Executive's employment; (ii) the Base Salary, at the annualized rate in effect on the date of terminationtermination of the Executive's employment (or in the event a reduction in Base Salary is the basis for a Constructive Termination Without Cause, then the Base Salary in effect immediately prior to such reduction), for a period of 24 36 months following such terminationtermination or until the end of the Term, provided whichever is longer; provided, that, at the Executive's option, the Company Employer shall pay him the present value of such salary continuation payments in a lump sum (using as the discount rate 75% of the Applicable Federal Rate specified prime rate (as published by The Wall Street Journal) for the month in which such termination occurs); (iii) all stock options shall be immediately granted and shall immediately vest and become exercisable in accordance with Section 7.3 hereof; (iv) the Executive's share of Profits for the balance of the Term based on the greater of (A) the Profits for the calendar year in which the termination occurs, with such Profits being pro rated for the remainder of such year, and (B) the Profits for the calendar year immediately preceding the termination; provided, that, at the Executive's option, the Employer shall pay him the present value of such share of Profits in a lump sum (using as the discount rate 75% of the prime rate (as published by The Wall Street Journal) for the month in which such termination occurs); and (v) all benefits and perquisites provided in Section 9 hereof until the end of the Term. In calculating Profits pursuant to clause (iv) (A) above, the Executives' Base Salaries and the $600,000 amount set forth as (A) and (B) under the definition of Profits in Section 1274 7.1 shall be pro rated for that portion of the year actually elapsed prior to termination. (b) If a termination described in Section 13.3(a) occurs following a Change in Control, the Executive shall be entitled to the payments and benefits set forth in such Section, except that the payments under clauses (ii) and (iv) of such Section 13.3(a) shall be paid in a lump sum without any discount and the exercise price of the stock options accelerated under clause (iii) of such Section 13.3(a) shall be the lower of (A) the average ask and bid price of the Class A Stock on the date of the termination and (B) the lowest exercise price of any other then outstanding options granted to the Executive prior to the Change in Control. In the event of a termination pursuant to this Section 13.3 (b), if the aggregate of all payments or benefits made or provided to the Executive under this Agreement and under all other plans and programs of the Employer and the Parent (the "Aggregate Payment") is determined to constitute a Parachute Payment, as such term is defined in Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), for short-term Treasury obligations as published the Employer shall pay to the Executive, prior to the time any excise tax imposed by the Internal Revenue Service for the month in which such termination occurs); (iii) a Pro Rata annual incentive award for the year in which termination occurs, based on his original target award for such year, payable when annual incentive awards are paid to other senior executives (or in a lump sum in accordance with the proviso in ▇▇▇▇▇▇▇ ▇▇ (▇) (▇▇)); (iv) an annual incentive award for a period of 24 months following the date of termination, based on his original target award for the year in which termination occurs and payable in equal monthly installments over the 24-month period of Base Salary continuation payments pursuant to Section 12 (d) (ii) (or in a lump sum in accordance with the proviso in ▇▇▇▇▇▇▇ ▇▇ (▇) (▇▇)); (v) options granted pursuant to Section 7 (c) shall accelerate and remain exercisable in accordance with Exhibit B; all options both in shares 4999 of the Company and any Internet VentureCode ("Excise Tax") is payable with respect to such Aggregate Payment, whether or not then exercisable, shall become exercisable and shall remain exercisable until the end of their originally scheduled terms; (vi) the restrictions on restricted stock shall lapse; and (vii) the Executive shall be entitled to continued participation in all medical, dental, vision and hospitalization insurance coverage and in other employee benefit plans or programs in which he was participating on the date of his termination until the earlier of: (A) 24 months following the date of termination and (B) the date, or dates, he becomes eligible for coverage and benefits under the plans and programs of a subsequent employer. The Executive shall promptly advise the Company of any such subsequent employment and the benefits he receives in connection therewith. In the event the Company's plans do not permit continuation of Executive's participation following his termination, the Company shall provide the Executive with an additional amount which, after taxesthe imposition of all income, employment and excise taxes thereon, is sufficient for him equal to purchase equivalent benefitsone-half of the Excise Tax on the Aggregate Payment, or such greater portion thereof as the other senior executives of the Parent shall be paid. The determination of whether the Aggregate Payment constitutes a Parachute Payment and, if so, the amount to be paid to the Executive and the time of payment pursuant to this subsection shall be made by an independent auditor (the "Auditor") jointly selected by the Employer and the Executive and paid by the Employer. The Auditor shall be a nationally recognized United States public accounting firm which has not, during the two years preceding the date of its selection, acted in any way on behalf of the Employer, the Parent or any affiliate thereof. If the Executive and the Employer cannot agree on the firm to serve as the Auditor, then the Executive and the Employer shall each select one accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor.