Without Cause Termination or Constructive Discharge. In the event the Executive’s Employment hereunder terminates due to either a Without Cause Terminationas defined in this Section 6(e) or a Constructive Discharge, earned but unpaid Base Salary as of the Date of Termination (as defined in Section 14(b)) and any earned but unpaid bonuses for prior years (collectively, the “Accrued Obligations”) shall be promptly paid in full. In addition, subject to (1) the Executive’s continuing compliance with his obligations under the provisions of Section 7 below and (2) the Executive’s execution and delivery to the Company of a separation agreement, including an irrevocable general release of claims, in a form acceptable to the Company, the Executive may continue to earn the following termination benefits. (i) the Company shall: (A) subject to the Executive’s continuing compliance with Section 7 (e), continue to pay the Executive’s Base Salary, as in effect at the Date of Termination, from the Date of Termination until the end of the Term. In addition, subject to Executive’s continuing compliance with Section 7, with the exception of 7(e), in the event Executive’s employment hereunder terminates due to a Without Cause Termination within six (6) months of the end of the Term, the Company will continue to pay the Executive’s Base Salary after the end of the Term for the period in which the Executive has not accepted full-time employment for up to six (6) months after the Date of Termination; and (B) subject to the Executive’s continuing compliance with Section 7 (e), pay to the Executive for the year of termination and for each subsequent calendar year, if any, during the remainder of the Term, an amount equal to the Cash Bonus Amount as defined in this Section 6(e) of the highest annual bonus awarded to the Executive for any year in the three years preceding the Date of Termination, such payments to be made at the normal times for payment of bonuses under the annual bonus plan applicable to the Executive (the “Bonus Plan”). With respect to the payments provided for in this Section 6(a)(i), the Executive shall be, entitled, to the extent permitted by law as determined by the Company in good faith, to participate in any compensation deferral plans or arrangements then provided by the Company to senior executives. (ii) To the extent permitted by law and subject to Executive’s continuing compliance with Section 7 (e), the Company shall continue to provide the Executive for the period of salary continuation set forth in Section 6(a)(i)(A) above with (A) service credit under all qualified and nonqualified retirement plans and excess benefit plans in which the Executive participated as of his Date of Termination and (B) eligibility to receive employer matching contributions on any pre-tax contributions made by the Executive to the Retirement Savings Plan at the maximum rate which would have been available to the Executive had his employment continued. (iii) To the extent permitted by law and subject to the Executive’s continuing compliance with Section 7 (e), the Company shall continue to provide the Executive (and Executive’s dependents, if applicable) for the period of salary continuation set forth in Section 6(a)(i)(A) above with medical, dental, accident, disability and life insurance benefits upon substantially the same terms and conditions (including contributions required by the Executive for such benefits) as those of the applicable employee benefit plans in effect from time to time as applied to employees; provided, however, that if the Executive cannot continue to participate under the terms of the Company plans providing such benefits, the Company shall otherwise provide such benefits on (as nearly as reasonably practicable) the same after-tax basis as if continued participation had been permitted. Notwithstanding the foregoing, in the event the Executive becomes re-employed with another employer and becomes eligible to receive welfare benefits from such employer, the welfare benefits described herein shall be secondary to such benefits during the period of the Executive’s eligibility, but only to the extent that the Company reimburses the Executive for any increased cost and provides any additional benefits necessary to give the Executive the benefits provided hereunder. (iv) The Company shall provide the Executive with career counseling and outplacement services of the type historically provided by the Company to similarly situated executives of comparable rank and responsibility. (v) To the extent that the restrictions on the Third Century PARS have not lapsed at the Date of Termination, the Third Century PARS shall remain outstanding, and the restrictions thereon shall lapse in full at the close of business on September 30, 2006. To the extent that the restrictions on the MIAM PARS and the Asset Management PARS have not lapsed at the Date of Termination, the MIAM PARS and Asset Management PARS shall remain outstanding, and the restrictions thereon shall lapse in full at the close of business on December 31, of the seventh year of the PARS agreements. (vi) The restrictions on the portion of Executive’s annual bonus(s) received under this Agreement in the form of an award of restricted stock lapse.
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Without Cause Termination or Constructive Discharge. In the event the Executive’s Employment employment hereunder terminates due to either a Without Cause Terminationas Termination or a Constructive Discharge as defined in this Section 6(e) or a Constructive Discharge), earned but unpaid Base Salary as of the Date of Termination (as defined in Section 14(b)) and any earned but unpaid bonuses for prior years (collectively, the “Accrued Obligations”) shall be promptly paid in full. In addition, subject to (1) the Executive’s continuing compliance with his obligations under the provisions of Section 7 below and (2) the Executive’s execution and delivery to the Company of a reasonable separation agreement, including an irrevocable general release of claims, in a form acceptable to the CompanyCompany and which, unless otherwise set forth in this Agreement or otherwise agreed to in the separation agreement, preserves the rights and obligations of the Executive arising under this Agreement, the Executive may continue to earn will receive the following termination benefits.
(i) the The Company shall:
(A) subject to the Executive’s continuing compliance with Section 7 (e), continue to pay the Executive’s Base Salary, as in effect at the Date of Termination, from the Date of Termination until the end of the Termthrough December 31, 2007. In addition, subject to the Executive’s continuing compliance with Section 7, with the exception of 7(e), ) in the event the Executive’s employment hereunder terminates due to a Without Cause Termination within six (6) months of the end of the Term, the Company will continue to pay the Executive’s Base Salary after the end of the Term for the period in which the Executive has not accepted full-time employment for up to six (6) months after the Date of Termination; and
(B) subject to the Executive’s continuing compliance with Section 7 (e), pay to the Executive for the year of termination and for each subsequent calendar year, if any, during the remainder of the Termthrough December 31, 2007, an amount equal to the Cash Bonus Amount as defined in this Section 6(e) of the highest annual bonus awarded to the Executive for any year in the three years preceding the Date of Termination, such payments to be made at the normal times for payment of bonuses under the annual bonus plan applicable to the Executive (the “Bonus Plan”). With respect to the payments provided for in this Section 6(a)(i), the Executive shall be, entitled, to the extent permitted by law as determined by the Company in good faith, to participate in any compensation deferral plans or arrangements then provided by the Company to senior executivesexecutives of the Company.
(ii) To the extent permitted by law and subject to Executive’s continuing compliance with Section 7 (e)law, the Company shall continue to provide the Executive for the period of salary continuation set forth in Section 6(a)(i)(A) above with (A) service credit under all qualified and nonqualified retirement plans and excess benefit plans in which the Executive participated as of his Date of Termination and (B) eligibility to receive employer matching contributions on any pre-tax contributions made by the Executive to the Retirement Savings Plan (and any successor thereto) at the maximum rate which would have been available to the Executive had his employment continued.
(iii) To the extent permitted by law and subject to the Executive’s continuing compliance with Section 7 (e)law, the The Company shall continue to provide the Executive (and the Executive’s dependents, if applicable) for the period of salary continuation set forth in Section 6(a)(i)(A) above with medical, dental, accident, disability and life insurance benefits upon substantially the same terms and conditions (including contributions required by the Executive for such benefits) as those of the applicable employee benefit plans and programs in effect from time to time as applied to employeessenior executives of the Company; provided, however, that if the Executive cannot continue to participate under the terms of the Company plans and programs providing such benefits, the Company shall otherwise provide such benefits on (as nearly as reasonably practicable) the same after-tax basis as if continued participation had been permitted. Notwithstanding the foregoing, in the event the Executive becomes re-employed with another employer and becomes eligible to receive welfare benefits from such employer, the welfare benefits described herein shall be secondary to such benefits during the period of the Executive’s eligibility, but only to the extent that the Company reimburses the Executive for any increased cost and provides any additional benefits necessary to give the Executive the benefits provided hereunder.
(iv) The Company shall provide the Executive with career counseling and outplacement services of the type historically provided by the Company to similarly situated executives of comparable rank and responsibility.
(v) To the extent that the restrictions on the Third Century PARS have not lapsed at the Date of Termination, the Third Century PARS shall remain outstanding, and the restrictions thereon shall lapse in full at full, and such PARS shall become fully vested, no later than the close of business on September 30, 2006. To the extent that the restrictions on the MIAM any Dreyfus PARS and the or Asset Management PARS have not lapsed at the Date of Termination, the MIAM Dreyfus PARS and the Asset Management PARS shall remain outstanding, and the restrictions thereon shall lapse in full at the close of business on December 31, of the seventh year of the PARS agreements.
(vi) The restrictions on the portion of Executive’s annual bonus(s) received under this Agreement in the form of an award of . All restricted stock lapseawards, other than PARS, shall vest in full as of the Date of Termination.
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