Common use of Termination Under Certain Circumstances Clause in Contracts

Termination Under Certain Circumstances. (a) In the event Executive's employment with the Company is terminated prior to the expiration of the Term by reason of (i) the Executive's resignation without Good Reason, (ii) death, (iii) Disability or (iv) the Executive's discharge by the Company for Cause, this Agreement (including, without limitation, the Company's obligations to provide any compensation benefits or severance to the Executive under Section 4 hereof or otherwise, but not including any statutory accrued rights) shall terminate. (b) In the event that the Executive's employment with the Company is terminated by the Executive prior to the expiration of the Term for Good Reason, or by the Company prior to the expiration of the Term other than by reason of the causes specified in Section 5.2(a)(i) thought (iv), or if the Company shall exercise its right pursuant to Section 2 not to extend this Agreement beyond the expiration of the Initial Term, subject to the Executive's compliance with Sections 6, 7 and 8, the Company shall continue to pay the Executive his Base Salary for the greater of the remainder of the Term (without regard to renewals) or one year (the "Severance Period"), and shall pay to the Executive any Bonus that otherwise would have been paid during the Severance Period had such termination of employment not occurred. The Company and Executive hereby stipulate that the damages which may be incurred by the Executive as a consequence of any such termination of employment are not capable of accurate measurement as of the date first above written and that the payments provided for in this Agreement constitute a reasonable estimate under the circumstances of, and are in full satisfaction of, all damages sustained as a consequence of any such termination of employment, without any requirement of proof of actual damage and without regard to the Executive's efforts, if any, to mitigate damages. In the event that Executive is entitled to any legally mandated severance or similar benefits payable by the Company, the payments required hereunder during the Severance Period shall be applied to offset such mandated benefits to the maximum extent permitted by law. The Company and the Executive further agree that the Company may condition the payments (if any) due under this Section on the receipt of the Executive's resignation from any and all positions which he holds as an officer, director or committee member with respect to the Company, or any Subsidiary or Affiliate thereof.

Termination Under Certain Circumstances. (a) In the event Executive's employment with the Company IPC is terminated prior to the expiration of the Term by reason of (i) the Executive's resignation without Good Reasonresignation, (ii) death, (iii) Disability or (iv) the Executive's discharge by the Company IPC for Due Cause, this Agreement (shall terminate including, without limitation, the CompanyIPC's obligations to provide any compensation benefits or severance to the Executive under Section 4 hereof or otherwise, but not including any statutory accrued rights) shall terminatehereof. (b) In the event that the Executive's employment with the Company IPC is terminated by the Executive prior to the expiration of the Term for Good Reason, or by the Company IPC prior to the expiration of the Term other than by reason of the causes specified in Section 5.2(a)(i(i) thought (iv), or if the Company shall exercise its right pursuant to Section 2 not to extend this Agreement beyond the expiration of the Initial Term, subject to the Executive's compliance with Sections 6resignation, 7 and 8(ii) death, (iii) Disability or (iv) the Company Executive's discharge by IPC for Due Cause, IPC shall continue to pay to the Executive his the Executive's Base Salary for the greater of the remainder of the Term (assuming that the Term would expire as of the last day of the then-effective Term without regard to renewals) or one year (the "Severance Period"extension thereof), and shall pay to the Executive any Bonus that otherwise at such time or times as such payments would have been paid during provided for hereunder in the Severance Period event that the Executive's employment had such termination of employment not occurredterminated hereunder. The Company IPC and Executive hereby stipulate that the damages which may be incurred by the Executive as a consequence of any such termination of employment are not capable of accurate measurement as of the date first above written and that the benefits and payments provided for in this Agreement constitute a reasonable estimate under the circumstances of, and are in full satisfaction of, of all damages sustained as a consequence of any such termination of employment, without any requirement of proof of actual damage and without regard to the Executive's efforts, if any, to mitigate damages. In the event that Executive is entitled to any legally mandated severance or similar benefits payable by the Company, the payments required hereunder during the Severance Period shall be applied to offset such mandated benefits to the maximum extent permitted by law. The Company IPC and the Executive further agree that the Company IPC may condition the payments and benefits (if any) due under this Section on (A) the receipt of the Executive's resignation from any and all positions which he holds as an officer, director or committee member (unless, with respect to resignation as a director or committee member, such resignation would be contrary to any other document entered into in connection with the CompanyMerger Agreement) with respect to IPC, or any Subsidiary or Affiliate thereof, and (B) the Executive's execution and delivery within 21 days after any such termination of employment, and the non-retraction during any statutory waiting period, of a release in favor of IPC, in form and substance reasonably satisfactory to IPC. (c) The parties hereto acknowledge that the provisions of this Section 5 shall not affect the Option, and that the terms and conditions affecting the Option shall be set forth separately in the Certificate.

Termination Under Certain Circumstances. (a) In the event Executive's employment with the Company is terminated prior to the expiration of the Term by reason of (i) the Executive's resignation without Good Reason, (ii) death, (iii) Disability or (iv) the Executive's discharge by the Company for Cause, this Agreement (including, without limitation, the Company's obligations to provide any compensation compensation, benefits or severance to the Executive under Section 4 hereof or otherwise, but not including any statutory accrued rights) shall terminate. (b) In the event that the Executive's employment with the Company is terminated by the Executive prior to the expiration of the Term for Good Reason, or by the Company prior to the expiration of the Term other than by reason of the causes specified in Section 5.2(a)(i) thought through (iv), or if the Company shall exercise its right pursuant to Section 2 not to extend this Agreement beyond the expiration of the Initial Term, subject to the Executive's compliance with Sections 6, 7 and 8, the Company shall continue to pay the Executive his Base Salary for the greater of the remainder of the Term (without regard to renewals) or one year (the "Severance Period"), and shall pay to the Executive any Bonus that otherwise would have been paid during the Severance Period had such termination of employment not occurred. The Company and Executive hereby stipulate that the damages which may be incurred by the Executive as a consequence of any such termination of employment are not capable of accurate measurement as of the date first above written and that the payments provided for in this Agreement constitute a reasonable estimate under the circumstances of, and are in full satisfaction of, all damages sustained as a consequence of any such termination of employment, without any requirement of proof of actual damage and without regard to the Executive's efforts, if any, to mitigate damages. In the event that Executive is entitled to any legally mandated severance or similar benefits payable by the Company, the payments required hereunder during the Severance Period shall be applied to offset such mandated benefits to the maximum extent permitted by law. The Company and the Executive further agree that the Company may condition the payments (if any) due under this Section on the receipt of the Executive's resignation from any and all positions which he holds as an officer, director or committee member with respect to the Company, or any Subsidiary or Affiliate thereof.

Termination Under Certain Circumstances. (a) In the event Executive's employment with the Company IPC is terminated prior to the expiration of the Term by reason of (i) the Executive's resignation without Good Reason, or (ii) death, (iii) Disability or (iv) the Executive's discharge by the Company IPC for Cause, this Agreement (shall terminate including, without limitation, the CompanyIPC's obligations to provide any compensation benefits or severance to the Executive under Section 4 hereof or otherwise, but not including any statutory accrued rights) shall terminatehereof. (b) In the event that the Executive's employment with the Company IPC is terminated by the Executive IPC prior to the expiration of the Term for Good Reason, or by any reason (including in the Company prior to the expiration event of the Term Executive's death or Disability) other than by reason of the causes specified in Section 5.2(a)(i(i) thought (iv), or if the Company shall exercise its right pursuant to Section 2 not to extend this Agreement beyond the expiration of the Initial Term, subject to the Executive's compliance with Sections 6resignation or (ii) the Executive's discharge by IPC for Cause, 7 and 8, the Company shall continue to pay the Executive his Base Salary for the greater of the remainder of the Term (without regard to renewals) or one year (the "Severance Period"), and IPC shall pay to the Executive any Bonus that otherwise would have been paid during (or his estate, as the Severance Period had case may be), in a lump sum within 30 days of the date of such termination termination, the present value of employment not occurredan amount equal to the aggregate Base Salary payable for the remainder of the Term, discounted at the rate of 6.5% per annum. The Company IPC and Executive hereby stipulate that the damages which may be incurred by the Executive as a consequence of any such termination of employment are not capable of accurate measurement as of the date first above written and that the benefits and payments provided for in this Agreement constitute a reasonable estimate under the circumstances of, and are in full satisfaction of, of all damages sustained as a consequence of any such termination of employment, without any requirement of proof of actual damage and without regard to the Executive's efforts, if any, to mitigate damages. In the event that Executive is entitled to any legally mandated severance or similar benefits payable by the Company, the payments required hereunder during the Severance Period shall be applied to offset such mandated benefits to the maximum extent permitted by law. The Company IPC and the Executive further agree that the Company IPC may condition the payments and benefits (if any) due under this Section on (A) the receipt of the Executive's resignation from any and all positions which he holds as an officer, director or committee member with respect to the CompanyIPC, or any Subsidiary or Affiliate thereof, and (B) the Executive's execution and delivery within 21 days after any such termination of employment, and the non-retraction during any statutory waiting period, of a release in favor of IPC, in form and substance reasonably satisfactory to IPC. (c) The parties hereto acknowledge that the provisions of this Section 5 shall not affect the Option, and that the terms and conditions affecting the Option shall be set forth separately in the Certificate.

Termination Under Certain Circumstances. (a) In the event --------------------------------------- Executive's employment with the Company is terminated prior to the expiration of the Term by reason of (i) the Executive's resignation without Good Reason, (ii) death, (iii) Disability or (iv) the Executive's discharge by the Company for Cause, this Agreement (shall terminate including, without limitation, the Company's obligations to provide any compensation compensation, benefits or severance to the Executive under Section 4 hereof or otherwise, but not including any statutory accrued rights) shall terminate. (b) In the event that the Executive's employment with the Company is terminated by the Executive prior to the expiration of the Term for Good Reason, or by the Company prior to the expiration of the Term other than by reason of (i) the causes specified in Section 5.2(a)(iExecutive's resignation, (ii) thought death, (iii) Disability or (iv), or if ) the Executive's discharge by the Company shall exercise its right pursuant to Section 2 not to extend this Agreement beyond the expiration of the Initial Termfor Cause, subject to the Executive's compliance with Sections 6, 7 and 8, the Company shall continue to (i) pay the Executive in one lump sum his Base Salary for the greater of the remainder of the Term (without regard to renewals) or one year (the "Severance Period"), and shall (ii) pay to the Executive as a Bonus for the year in which such termination occurred, in lieu of any Bonus that otherwise would have been paid payable during the Severance Period had such termination of employment not occurred, 50% of the Executive's then-current Base Salary. The Company and Executive hereby stipulate that the damages which may be incurred by the Executive as a consequence of any such termination of employment are not capable of accurate measurement as of the date first above written and that the payments provided for in this Agreement constitute a reasonable estimate under the circumstances of, and are in full satisfaction of, all damages sustained as a consequence of any such termination of employment, without any requirement of proof of actual damage and without regard to the Executive's efforts, if any, to mitigate damages. In the event that Executive is entitled to any legally mandated severance or similar benefits payable by the Company, the payments required hereunder during the Severance Period shall be applied to offset such mandated benefits to the maximum extent permitted by law. The Company and the Executive further agree that the Company may condition the payments (if any) due under this Section on the receipt of the Executive's resignation from any and all positions which he holds as an officer, director or committee member with respect to the Company, or any Subsidiary or Affiliate thereof.