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 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: (a) the Base Salary through the date of termination of the Executive's employment; (b) the Base Salary, at the annualized rate in effect on the date of termination 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 36 months following such termination or until the end of the Term, whichever is longer; provided that, at the Executive's option, the Employer shall pay him the present value of such salary continuation payments in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate 75% of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs); (c) a Bonus for the unexpired Term not less than the $300,000.00 guaranteed cash bonus provided in Section 7.1(a) multiplied by all of the year(s) and month(s) remaining in the then unexpired Term; provided that, at the Executive's option, the Employer shall pay him the present value of such salary and bonuses in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate 75% of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs); and (d) all benefits provided in Section 9 hereof until the end of the Term, with no additional cost or charge payable by the Executive.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive's employment is terminated 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: (a) the Base Salary through the date of termination of the Executive's employment; (b) the Base Salary, at the annualized rate in effect on the date of termination 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 36 months following such termination or until the end of the Term, whichever is longer; provided that, at the Executive's option, the Employer shall pay him the present value of such salary continuation payments in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate 75% of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs); (c) a Bonus for the unexpired Term not less than the $300,000.00 600,000.00 guaranteed cash bonus provided in Section 7.1(a) multiplied by all of the year(s) and month(s) remaining in the then unexpired Term; provided that, at the Executive's option, the Employer shall pay him the present value of such salary and bonuses in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate 75% of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs). Notwithstanding the foregoing, in no event shall the Base Bonus Amount be less than $1,250,000; and (d) all benefits provided in Section 9 hereof until the end of the Term, with no additional cost or charge payable by the Executive.

Termination Without Cause or Constructive Termination Without Cause. In the event the ExecutiveConsultant's employment service is terminated by the Company without Cause, other than due to disability Disability or death, or in the event there is a Constructive Termination Without without Cause, the Executive Consultant shall be entitled toto the following benefits: (ai) the Consultancy Fee through the date of termination; (ii) a cash payment of $1,800,000, payable in a single installment promptly after his termination; (iii) all outstanding options, whether or not then exercisable, shall become exercisable and shall remain exercisable until the end of their originally scheduled ten-year terms; (iv) all outstanding performance shares and other equity-based awards shall vest and be paid out (at target, with respect to the performance shares) in a single installment promptly after his termination; and (v) if such termination occurs on or prior to the second anniversary of the effective date of the Employment Agreement, the Consultant shall be entitled to receive a lump sum cash amount equal to the greater of (A) (X) the product of three multiplied by the sum of (1) the Base Salary through (as defined in the date of termination of the Executive's employment; Employment Agreement), (b2) the annual incentive award, equal to the target bonus established by AT&T for 2002, which was 150% of such Base Salary, and (3) the long-term performance share award, equal to the performance share target set by AT&T for 2002 and (B) the product of four multiplied by the sum of Base Salary (as defined in the Employment Agreement), at the annualized rate in effect on the date of termination of employment under the Executive's employment Employment Agreement, and the Target Bonus (or as defined in the event a reduction Employment Agreement) for the year in Base Salary is which the basis for a Constructive Termination Without Cause, then termination of employment under the Base Salary in effect immediately prior to such reduction), for a period of 36 months following Employment Agreement occurs. If such termination or until occurs after the end of the Term, whichever is longer; provided that, at the Executive's option, the Employer shall pay him the present value of such salary continuation payments in a lump sum within thirty (30) days second anniversary of the effective date of such termination (using as the discount rate 75% of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs); (c) a Bonus for the unexpired Term not less than the $300,000.00 guaranteed cash bonus provided in Section 7.1(a) multiplied by all of the year(s) and month(s) remaining in the then unexpired Term; provided that, at the Executive's optionEmployment Agreement, the Employer Consultant shall pay him be entitled to receive the present value payment set forth in clause (B) of such salary and bonuses in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate 75% of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occursthis Section 8(d)(v); and (d) all benefits provided in Section 9 hereof until the end of the Term, with no additional cost or charge payable by the Executive.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive's employment is terminated 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: (a) the Base Salary through the date of termination of the Executive's employment; (b) the Base Salary, at the annualized rate in effect on the date of termination 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 a reduction), ) for a period of 36 months following such termination or until the end of the Term, whichever is longer; provided that, at the Executive's option, the Employer shall pay him the present value of such salary continuation payments in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate 75% of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs); (c) a Bonus for the unexpired Term not less than the $300,000.00 250,000.00 guaranteed cash bonus provided in Section 7.1(a) multiplied by all of the year(s) and month(s) remaining in the then unexpired Term; provided that, at the Executive's option, the Employer shall pay him the present value of such salary and bonuses in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate 75% of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs); and (d) all benefits provided in Section 9 hereof until the end of the Term, with no additional cost or charge payable by the Executive.

Termination Without Cause or Constructive Termination Without Cause. In the event the Executive's employment is terminated 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: (a) the Base Salary through the date of termination of the Executive's employment; (b) the Base Salary, at the annualized rate in effect on the date of termination 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 36 months following such termination or until the end of the Term, whichever is longer; provided that, at the Executive's option, the Employer shall pay him the present value of such salary continuation payments in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate 75% of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs); (c) a Bonus for the unexpired Term not less than the $300,000.00 150,000.00 guaranteed cash bonus provided in Section 7.1(a) multiplied by all of the year(s) and month(s) remaining in the then unexpired Term; provided that, at the Executive's option, the Employer shall pay him the present value of such salary and bonuses in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate 75% of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs); and (d) all benefits provided in Section 9 hereof until the end of the Term, with no additional charge or cost or charge payable by the Executive.