Common use of INVOLUNTARY TERMINATION WITHOUT CAUSE OR DISABILITY Clause in Contracts

INVOLUNTARY TERMINATION WITHOUT CAUSE OR DISABILITY. In the event that, during the term of this Agreement, the Corporation terminates Executive's employment for any reason other than Cause or Disability, and such termination does not occur within six months after a Change in Control, then the Executive shall be entitled to receive the following payments and benefits: 1) Severance (2x payment): The Corporation shall pay to the Executive following the date of the employment termination and over the succeeding 24 months, in accordance with standard payroll procedures, an amount equal to the following: (i) Two hundred percent (200%) of the Executive's Base Compensation in effect on the date of the employment termination; plus (ii) Two hundred percent (200%) of the Executive's annual incentive bonus earned on a quarterly basis as of the date of the termination, assuming the Executive was employed on the last day of the quarter in which termination of employment occurred. Any other provision of this Agreement or of the Corporation's Incentive Bonus Plan notwithstanding, after the amount described in this Subsection (a) has been paid to the Executive, the Executive shall have no further interest in such Plan. 2) Two years of Life Insurance and Health Plan Coverage: The coverage described in this Subsection (b) shall be provided for a "Continuation Period' beginning on the date when the employment termination is effective and ending on the earlier of (1) 24 months after the date when the employment termination is effective or (2) the date of the Executive's death. During the Continuation Period, the Executive (and, where applicable, the Employee's dependents) shall be entitled to continue participation in the group term life insurance plan and in the health care plan for employees maintained by the Corporation as if the Executive were still an employee of the Corporation. The coverage provided under this Subsection (b) shall run concurrently with and shall be offset against any continuation coverage under Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended. Where applicable, the Executive's compensation for purposes of such plans shall be deemed to be equal to the Executive's compensation (as defined in such plans) in effect on the date of the employment termination. To the extent that the Corporation finds it undesirable to cover the Executive under the group life insurance and health plans of the Corporation, the Corporation shall provide the Executive (at its own expense) with the same level of coverage under individual policies.

INVOLUNTARY TERMINATION WITHOUT CAUSE OR DISABILITY. In the event that, during the term of this Agreement, the Corporation terminates Executivethe Employee's employment for any reason other than Cause or Disability, and such termination does not occur within six months after a Change in Control, then then, after executing the Executive release of claims described in Section 7(d), the Employee shall be entitled to receive the following payments and benefits: 1(a) Severance (2x payment): ). The Corporation shall pay to the Executive Employee following the date of the employment termination and over the succeeding 24 months, in accordance with standard payroll procedures, an amount equal to the following: (i1) Two hundred percent (200%) of times the ExecutiveEmployee's Base Compensation in effect on the date of the employment termination; plus (ii2) Two hundred percent (200%) % of the ExecutiveEmployee's annual incentive bonus earned on a quarterly basis as for the last completed fiscal year of the date of the termination, assuming the Executive was employed on the last day of the quarter in which termination of employment occurredCorporation. Any other provision of this Agreement or of the Corporation's Incentive Bonus Plan incentive bonus plan notwithstanding, after the amount described in this Subsection (a) has been paid to the ExecutiveEmployee, the Executive Employee shall have no further interest in such Plan. 2(b) Two years Twenty-four Months of Life Insurance and Health Plan Coverage: . The coverage described in this Subsection (b) shall be provided for a "Continuation Period' " beginning on the date when the employment termination is effective and ending on the earlier of (1) 24 months after the 24-month anniversary of the date when the employment termination is effective or (2) the date of the ExecutiveEmployee's death. During the Continuation Period, the Executive Employee (and, where applicable, the Employee's dependents) shall be entitled to continue participation in the group term life insurance plan and in the health care plan for employees maintained by the Corporation as if the Executive Employee were still an employee of the Corporation. The coverage provided under this Subsection (b) shall run concurrently with and shall be offset against any continuation coverage under Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended. Where applicable, the ExecutiveEmployee's compensation for purposes of such plans shall be deemed to be equal to the ExecutiveEmployee's compensation (as defined in such plans) in effect on the date of the employment termination. To the extent that the Corporation finds it undesirable to cover the Executive Employee under the group life insurance and health plans of the Corporation, the Corporation shall provide the Executive Employee (at its own expense) with the same level of coverage under individual policies.

INVOLUNTARY TERMINATION WITHOUT CAUSE OR DISABILITY. In the event that, during the term of this Agreement, the Corporation or Employing Entity terminates Executivethe Employee's employment with the AirTouch Group for any reason other than Cause or Disability, and such termination does not occur within six months three years after a Change in Control, then then, after executing the Executive release of claims described in Section 7(d), the Employee shall be entitled to receive the following payments and benefits: 1(a) Severance (2x 1x payment): ). The Corporation shall pay to the Executive Employee in a lump sum, not less than 31 days nor more than 120 days following the date of the employment termination and over the succeeding 24 months, in accordance with standard payroll procedurestermination, an amount equal to the following: (i1) Two hundred percent (200%) of One times the ExecutiveEmployee's Base Compensation in effect on the date of the employment termination; plus (ii2) Two hundred percent (200%) 100% of the Executivetarget Team Award under the AirTouch Communications Short-Term Incentive Plan, for the Employee's annual incentive bonus earned on a quarterly basis position as of the date of the termination, assuming the Executive was employed on the last day of the quarter in which termination of employment occurred. Any other provision of this Agreement or of the Corporation's AirTouch Communications Short-Term Incentive Bonus Plan notwithstanding, after the amount described in this Subsection (a) has been paid to the ExecutiveEmployee, the Executive Employee shall have no further interest in such Short-Term Incentive Plan. 2(b) Two years One Year of Life Insurance and Health Plan Coverage: . The coverage described in this Subsection (b) shall be provided for a "Continuation Period' " beginning on the date when the employment termination is effective and ending on the earlier of (1) 24 months after the first anniversary of the date when the employment termination is effective or (2) the date of the ExecutiveEmployee's death. During the Continuation Period, the Executive Employee (and, where applicable, the Employee's dependents) shall be entitled to continue participation in the basic and supplemental group term life insurance plan and in the health care plan for employees maintained by the Corporation Employing Entity as if the Executive Employee were still an employee of the Corporation. The coverage provided under this Subsection (b) shall run concurrently with and shall be offset against Employing Entity, but only if the Employee does not elect any continuation coverage under Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended. Where applicable, the Executive's compensation for purposes of such plans shall be deemed to be equal to the Executive's compensation (as defined in such plans) in effect on the date of the employment termination. To the extent that the Corporation finds it undesirable to cover the Executive under the group life insurance and health plans of the Corporation, the Corporation shall provide the Executive (at its own expense) with the same level of coverage under individual policies.as

INVOLUNTARY TERMINATION WITHOUT CAUSE OR DISABILITY. In the event that, during the term of this Agreement, the Corporation terminates Executive's employment for any reason other than Cause or Disability, and such termination does not occur within six months after a Change in Control, then the Executive shall be entitled to receive the following payments and benefits: (1) Severance (2x payment): The Corporation shall pay to the Executive following the date of the employment termination and over the succeeding 24 months, in accordance with standard payroll procedures, an amount equal to the following: (i) Two hundred percent (200%) of the Executive's Base Compensation in effect on the date of the employment termination; plus (ii) Two hundred percent (200%) of the Executive's annual incentive bonus earned on a quarterly basis as of the date of the termination, assuming the Executive was employed on the last day of the quarter in which termination of employment occurred. Any other provision of this Agreement or of the Corporation's Incentive Bonus Plan notwithstanding, after the amount described in this Subsection (a) has been paid to the Executive, the Executive shall have no further interest in such Plan. (2) Two years of Life Insurance and Health Plan Coverage: The coverage described in this Subsection (b) shall be provided for a "Continuation Period' beginning on the date when the employment termination is effective and ending on the earlier of (1i) 24 months after the date when the employment termination is effective or (2ii) the date of the Executive's death. During the Continuation Period, the Executive (and, where applicable, the Employee's dependents) shall be entitled to continue participation in the group term life insurance plan and in the health care plan for employees maintained by the Corporation as if the Executive were still an employee of the Corporation. The coverage provided under this Subsection (b) shall run concurrently with and shall be offset against any continuation coverage under Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended. Where applicable, the Executive's compensation for purposes of such plans shall be deemed to be equal to the Executive's compensation (as defined in such plans) in effect on the date of the employment termination. To the extent that the Corporation finds it undesirable to cover the Executive under the group life insurance and health plans of the Corporation, the Corporation shall provide the Executive (at its own expense) with the same level of coverage under individual policies.

INVOLUNTARY TERMINATION WITHOUT CAUSE OR DISABILITY. In the event that, during the term of this Agreement, the Corporation terminates ExecutiveCTO's employment for any reason other than Cause or Disability, and such termination does not occur within six months after a Change in Control, then the Executive Financial shall be entitled to receive the following payments and benefits: (1) Severance (2x payment): The Corporation shall pay to the Executive CTO following the date of the employment termination and over the succeeding 24 months, in accordance with standard payroll procedures, an amount equal to the following: (i) Two hundred percent (200%) of the ExecutiveCTO's Base Compensation in effect on the date of the employment termination; plus (ii) Two hundred percent (200%) of the ExecutiveCTO's annual incentive bonus earned on a quarterly basis as of the date of the termination, assuming the Executive CTO was employed on the last day of the quarter in which termination of employment occurred. Any other provision of this Agreement or of the Corporation's Incentive Bonus Plan notwithstanding, after the amount described in this Subsection (a) has been paid to the ExecutiveFinancial, the Executive Financial shall have no further interest in such Plan. (2) Two years of Life Insurance and Health Plan Coverage: The coverage described in this Subsection (b) shall be provided for a "Continuation Period' beginning on the date when the employment termination is effective and ending on the earlier of (1i) 24 months after the date when the employment termination is effective or (2ii) the date of the ExecutiveCTO's death. During the Continuation Period, the Executive Financial (and, where applicable, the Employee's dependents) shall be entitled to continue participation in the group term life insurance plan and in the health care plan for employees maintained by the Corporation as if the Executive Financial were still an employee of the Corporation. The coverage provided under this Subsection (b) shall run concurrently with and shall be offset against any continuation coverage under Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended. Where applicable, the ExecutiveCTO's compensation for purposes of such plans shall be deemed to be equal to the ExecutiveCTO's compensation (as defined in such plans) in effect on the date of the employment termination. To the extent that the Corporation finds it undesirable to cover the Executive Financial under the group life insurance and health plans of the Corporation, the Corporation shall provide the Executive Financial (at its own expense) with the same level of coverage under individual policies.

INVOLUNTARY TERMINATION WITHOUT CAUSE OR DISABILITY. In the event that, during the term of this Agreement, the Corporation or Employing Entity terminates Executivethe Employee's employment with the AirTouch Group for any reason other than Cause or Disability, and such termination does not occur within six months three years after a Change in Control, then then, after executing the Executive release of claims described in Section 7(e), the Employee shall be entitled to receive the following payments and benefits: 1(a) Severance (2x payment): ). The Corporation shall pay to the Executive Employee in a lump sum, not less than 31 days nor more than 120 days following the date of the employment termination and over the succeeding 24 months, in accordance with standard payroll procedurestermination, an amount equal to the following: (i1) Two hundred percent (200%) of times the ExecutiveEmployee's Base Compensation in effect on the date of the employment termination; plus (ii2) Two hundred percent (200%) % of the Executivetarget Team Award under the AirTouch Communications Short-Term Incentive Plan, for the Employee's annual incentive bonus earned on a quarterly basis position as of the date of the termination, assuming the Executive was employed on the last day of the quarter in which termination of employment occurred. Any other provision of this Agreement or of the Corporation's AirTouch Communications Short-Term Incentive Bonus Plan notwithstanding, after the amount described in this Subsection (a) has been paid to the ExecutiveEmployee, the Executive Employee shall have no further interest in such Short-Term Incentive Plan. 2(b) Two years Years of Life Insurance and Health Plan Coverage: . The coverage described in this Subsection (b) shall be provided for a "Continuation Period' " beginning on the date when the employment termination is effective and ending on the earlier of (1) 24 months after the two-year anniversary of the date when the employment termination is effective or (2) the date of the ExecutiveEmployee's death. During the Continuation Period, the Executive Employee (and, where applicable, the Employee's dependents) shall be entitled to continue participation in the basic and supplemental group term life insurance plan and in the health care plan for employees maintained by the Corporation Employing Entity as if the Executive Employee were still an employee of the Corporation. The coverage provided under this Subsection (b) shall run concurrently with and shall be offset against any continuation coverage under Part 6 of Title I of Employing Entity, but only if the Employee Retirement Income Security Act of 1974, as amended. Where applicable, the Executive's compensation for purposes of such plans shall be deemed to be equal to the Executive's compensation (as defined in such plans) in effect on the date of the employment termination. To the extent that the Corporation finds it undesirable to cover the Executive under the group life insurance and health plans of the Corporation, the Corporation shall provide the Executive (at its own expense) with the same level of coverage under individual policies.does not elect any

INVOLUNTARY TERMINATION WITHOUT CAUSE OR DISABILITY. In the event that, during the term of this Agreement, the Corporation or Employing Entity terminates Executivethe Employee's employment with the AirTouch Group for any reason other than Cause or Disability, and such termination does not occur within six months after relate to a Change in Control, then then, after executing the Executive release of claims described in Section 7(d), the Employee shall be entitled to receive the following payments and benefits: 1(a) Severance (2x 1x payment): ). The Corporation shall pay to the Executive Employee in a lump sum, not less than 31 days nor more than 120 days following the date of the employment termination and over the succeeding 24 months, in accordance with standard payroll procedurestermination, an amount equal to the following: (i1) Two hundred percent (200%) of One times the ExecutiveEmployee's Base Compensation in effect on the date of the employment termination; plus (ii2) Two hundred percent (200%) 100% of the Executivetarget Team Award under the AirTouch Communications Incentive Plan, for the Employee's annual incentive bonus earned on a quarterly basis position as of the date of the termination, assuming the Executive was employed on the last day of the quarter in which termination of employment occurred. Any other provision of this Agreement or of the Corporation's AirTouch Communications Incentive Bonus Plan notwithstanding, after the amount described in this Subsection (a) has been paid to the ExecutiveEmployee, the Executive Employee shall have no not be entitled to any further interest in payment of Team Award under such Incentive Plan. 2(b) Two years One Year of Life Insurance and Health Plan Coverage: . The coverage described in this Subsection (b) shall be provided for a "Continuation Period' " beginning on the date when the employment termination is effective and ending on the earlier of (1) 24 months after the first anniversary of the date when the employment termination is effective or (2) the date of the ExecutiveEmployee's death. During the Continuation Period, the Executive Employee (and, where applicable, the Employee's dependents) shall be entitled to continue participation in the basic and supplemental group term life insurance plan and in the health care plan for employees maintained by the Corporation Employing Entity as if the Executive Employee were still an employee of the Corporation. The coverage provided under this Subsection (b) shall run concurrently with and shall be offset against Employing Entity, but only if the Employee does not elect any continuation coverage under Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended. Where applicable, the ExecutiveEmployee's compensation for purposes of such plans shall be deemed to be equal to the ExecutiveEmployee's compensation (as defined in such plans) in effect on the date of the employment termination. To the extent that the Corporation finds it undesirable to cover the Executive Employee under the group life insurance and health plans of the CorporationAirTouch Group, the Corporation shall provide the Executive Employee (at its own expense) with the same level of coverage under individual policies.

INVOLUNTARY TERMINATION WITHOUT CAUSE OR DISABILITY. In the event that, during the term of this Agreement, the Corporation terminates ExecutiveCFO's employment for any reason other than Cause or Disability, and such termination does not occur within six months after a Change in Control, then the Executive CFO shall be entitled to receive the following payments and benefits: (1) Severance (2x payment): The Corporation shall pay to the Executive CFO following the date of the employment termination and over the succeeding 24 months, in accordance with standard payroll procedures, an amount equal to the following: (i) Two hundred percent (200%) of the ExecutiveCFO's Base Compensation in effect on the date of the employment termination; plus (ii) Two hundred percent (200%) of the ExecutiveCFO's annual incentive bonus earned on a quarterly basis as of the date of the termination, assuming the Executive CFO was employed on the last day of the quarter in which termination of employment occurred. Any other provision of this Agreement or of the Corporation's Incentive Bonus Plan notwithstanding, after the amount described in this Subsection (a) has been paid to the ExecutiveCFO, the Executive CFO shall have no further interest in such Plan. (2) Two years of Life Insurance and Health Plan Coverage: The coverage described in this Subsection (b) shall be provided for a "Continuation Period' beginning on the date when the employment termination is effective and ending on the earlier of (1i) 24 months after the date when the employment termination is effective or (2ii) the date of the ExecutiveCFO's death. During the Continuation Period, the Executive CFO (and, where applicable, the Employee's dependents) shall be entitled to continue participation in the group term life insurance plan and in the health care plan for employees maintained by the Corporation as if the Executive CFO were still an employee of the Corporation. The coverage provided under this Subsection (b) shall run concurrently with and shall be offset against any continuation coverage under Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended. Where applicable, the ExecutiveCFO's compensation for purposes of such plans shall be deemed to be equal to the ExecutiveCFO's compensation (as defined in such plans) in effect on the date of the employment termination. To the extent that the Corporation finds it undesirable to cover the Executive CFO under the group life insurance and health plans of the Corporation, the Corporation shall provide the Executive CFO (at its own expense) with the same level of coverage under individual policies.

INVOLUNTARY TERMINATION WITHOUT CAUSE OR DISABILITY. In the event that, during the term of this Agreement, the Corporation or Employing Entity terminates Executivethe Employee's employment with the AirTouch Group for any reason other than Cause or Disability, and such termination does not occur within six months after relate to a Change in Control, then then, after executing the Executive release of claims described in Section 7(e), the Employee shall be entitled to receive the following payments and benefits: 1(a) Severance (2x payment): ). The Corporation shall pay to the Executive Employee in a lump sum, not less than 31 days nor more than 120 days following the date of the employment termination and over the succeeding 24 months, in accordance with standard payroll procedurestermination, an amount equal to the following: (i1) Two hundred percent (200%) of times the ExecutiveEmployee's Base Compensation in effect on the date of the employment termination; plus (ii2) Two hundred percent (200%) % of the Executivetarget Team Award under the AirTouch Communications Incentive Plan, for the Employee's annual incentive bonus earned on a quarterly basis position as of the date of the termination, assuming the Executive was employed on the last day of the quarter in which termination of employment occurred. Any other provision of this Agreement or of the Corporation's AirTouch Communications Incentive Bonus Plan notwithstanding, after the amount described in this Subsection (a) has been paid to the ExecutiveEmployee, the Executive Employee shall have no not be entitled to any further interest in payment of Team Award under such Incentive Plan. 2(b) Two years Years of Life Insurance and Health Plan Coverage: . The coverage described in this Subsection (b) shall be provided for a "Continuation Period' " beginning on the date when the employment termination is effective and ending on the earlier of (1) 24 months after the two-year anniversary of the date when the employment termination is effective or (2) the date of the ExecutiveEmployee's death. During the Continuation Period, the Executive Employee (and, where applicable, the Employee's dependents) shall be entitled to continue participation in the basic and supplemental group term life insurance plan and in the health care plan for employees maintained by the Corporation Employing Entity as if the Executive Employee were still an employee of the Corporation. The coverage provided under this Subsection (b) shall run concurrently with and shall be offset against Employing Entity, but only if the Employee does not elect any continuation coverage under Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended. Where applicable, the ExecutiveEmployee's compensation for purposes of such plans shall be deemed to be equal to the ExecutiveEmployee's compensation (as defined in such plans) in effect on the date of the employment termination. To the extent that the Corporation finds it undesirable to cover the Executive Employee under the group life insurance and health plans of the CorporationAirTouch Group, the Corporation shall provide the Executive Employee (at its own expense) with the same level of coverage under individual policies.