Common use of Termination Without Cause or by Executive for Good Reason Clause in Contracts

Termination Without Cause or by Executive for Good Reason. (a) If (i) Executive's employment is terminated by Company during the initial Term for any reason (other than (x) Cause under Section 4.3, or (y) disability of Executive), or (ii) Executive's employment is terminated by Executive for Good Reason, then Company shall pay to Executive a lump sum cash payment equal to one million dollars ($1,000,000.00)(the "Severance Payment"), within ninety (90) days after expiration of the Term. Further, in the event of termination by Company under such circumstances, or during any renewal Term, Company shall maintain in full force and effect, for the continued benefit of Executive, Executive's spouse and Executive's dependents for the remaining balance of the unexpired Term as of the date of termination, the medical, hospitalization, dental and life insurance programs in which Executive, Executive's spouse and Executive's dependents were participating immediately prior to the date of such termination at substantially the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the date of termination (except to the extent thereafter reduced for senior executives of Company generally); provided, that if Executive, Executive's spouse or Executive's dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, Executive's spouse and Executive's dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs, provided that such benefits shall terminate upon the date or dates Executive receives coverage and benefits which are substantially similar, taken as a whole, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer. Upon making the payments described in this Section 4.4, Company shall have no further obligation to Executive hereunder.

Termination Without Cause or by Executive for Good Reason. (a) If (i) Executive's employment is terminated by Company during the initial Term for any reason (other than (x) Cause under Section 4.3, or (y) disability of Executive), ) or (ii) Executive's employment is terminated by Executive for Good ReasonReason # c.(ii) or c.(iv), then Company shall within thirty (30) days of termination of employment pay to Executive a lump sum cash payment equal to Executive's Base Salary for a period equal to the greater of (x) the date of termination of employment through the date that is one million dollars ($1,000,000.00)(the 1) year after the date of delivery of a proper notice of termination of employment or nonrenewal of the Agreement or (y) the then remaining Term (the "Severance Payment"). Termination by the Executive for Good Reason for any reason other than c.(ii) and c.(iv), within ninety (90) days after expiration of will entitled the TermExecutive to a lump sum cash payment equal to the Executive's Base Salary for a period equal to six months. Further, in the event of termination by Company under such circumstances, or during any renewal Term, circumstances Company shall maintain in full force and effect, for the continued benefit of Executive, Executive's spouse and Executive's dependents for the remaining balance of the unexpired Term as of the date of termination, the medical, hospitalization, dental dental, long term disability and life insurance programs in which Executive, Executive's spouse and Executive's dependents were participating immediately prior to the date of such termination at substantially the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the date of termination (except to the extent thereafter reduced for senior executives of Company generally); provided, that if Executive, Executive's spouse or Executive's dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, Executive's spouse and Executive's dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs, provided that such benefits shall terminate upon the date or dates Executive receives coverage and benefits which are substantially similar, taken as a whole, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer. Upon making the payments described in this Section 4.4, Company shall have no further obligation to Executive hereunder.

Termination Without Cause or by Executive for Good Reason. (a) If (i) Executive's employment is terminated by Company during the initial Term prior to July 1, 2002 for any reason (other than (x) Cause under Section 4.3, or (y) disability of Executive), or (ii) Executive's employment is terminated by Executive for Good Reason, (iii) the Executive elects not to renew this Agreement for any term after June 30, 2001, or (iv) this Agreement is not renewed by either party after June 30, 2002, then Company shall pay to Executive a lump sum cash payment equal to one million dollars ($1,000,000.00)(the 1,000,000.00) (the "Severance Payment"), within ninety (90) days after expiration of the Term. Further, in the event of termination by Company under such circumstances, or during any renewal Term, Company shall maintain in full force and effect, for the continued benefit of Executive, Executive's spouse and Executive's dependents for the remaining balance of the unexpired Term as of the date of termination, the medical, hospitalization, dental and life insurance programs in which Executive, Executive's spouse and Executive's dependents were participating immediately prior to the date of such termination at substantially the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the date of termination (except to the extent thereafter reduced for senior executives of Company generally); provided, that if Executive, Executive's spouse or Executive's dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, Executive's spouse and Executive's dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs, provided that such benefits shall terminate upon the date or dates Executive receives coverage and benefits which are substantially similar, taken as a whole, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer. Upon making the payments described in this Section 4.4, Company shall have no further obligation to Executive hereunder.