Common use of Termination Without Good Cause Clause in Contracts

Termination Without Good Cause. If the Employee's employment with the Employer is terminated by the Employer without good cause or by the Employee pursuant to Section 8(e) or Section 8(f), (i) the Employer shall have the right 180 days after such termination (or, in the case of termination by the Employee pursuant to Section 8(e), upon termination) to redeem from the Employee, and the Employee shall have the obligation to permit the Employer to redeem (a "Call"), all or part of the Employer's common stock owned by the Employee and his "family members" (as defined in the Stockholders Agreement dated as of July , 1999 among the Employer, the Employee and certain other stockholders of the Employer), including all stock the Employee is entitled to purchase under the stock options granted hereunder (collectively, the "Employee Shares"), and (ii) for a period of 60 days from the date of such termination, the Employee shall have the right to require the Employer to redeem, and the Employer shall have the obligation to redeem, subject to the existence of legally available funds therefore (a "Put"), all or part of the Employee Shares. The purchase price of each share of the Employee Shares purchased pursuant to a Put exercised hereunder shall be equal to its Fair Market Value on the date of the Employee's termination. The purchase price of each share of the Employee Shares purchased pursuant to a Call shall be equal to its Fair Market Value on the date the Call is exercised. Notwithstanding the foregoing, any payment in respect of a Put or a Call under this Section 13(a) shall be subject to any covenant restrictions on such payment that might exist in the Employer's credit agreements or indentures as from time to time in effect. If any Put or Call pursuant to this Section 13(a) is prohibited by any covenant restrictions on such payments under the Employer's credit agreements or indentures, the Employer will use all reasonable efforts to obtain a waiver of such covenant restrictions.

Termination Without Good Cause. If At any time, the Company shall have the right to terminate Employee's employment hereunder by written notice to Employee. Upon any termination pursuant to this Section 6(e) (that is not a termination under any of Sections 6(a), (b) or (c)), the Company shall (i) pay to Employee any unpaid base salary through the effective date of termination specified in such notice; (ii) pay to Employee the accrued but unpaid incentive compensation, if any, for the bonus period ending on or before the date of the termination of Employee's employment with the Employer is terminated by Company; (iii) continue to pay Employee's base salary through the Employer without good cause or by the Employee pursuant to Section 8(e) or Section 8(f), (i) the Employer shall have the right 180 days after such termination (or, in the case of termination by the Employee pursuant to Section 8(e), upon termination) to redeem from the Employee, and the Employee shall have the obligation to permit the Employer to redeem (a "Call"), all or part expiration of the Employer's common stock owned by the Employee and his "family members" Term (as defined in the Stockholders Agreement dated as of July , 1999 among the Employer, the Employee and certain other stockholders of the Employer), including all stock the Employee is entitled to purchase under the stock options granted hereunder (collectively, the "Employee Shares"), and (ii) for a period of 60 days from the date of such termination, the Employee shall have the right to require the Employer to redeem, and the Employer shall have the obligation to redeem, subject to the existence of legally available funds therefore (a "Put"), all or part of the Employee Shares. The purchase price of each share of the Employee Shares purchased pursuant to a Put exercised hereunder which shall be equal to its Fair Market Value the Term in effect on the date of the termination of Employee's termination. The purchase price employment with the Company, without regard to any potential future extensions of each share such Term pursuant to Section 1), or, if the date of termination is prior to any extension of the Employee Shares purchased Term pursuant to a Call Section 1, through the end of the amount period under Section 2.01(c) of the Stock Purchase Agreement, in each case in the manner and at such times as the base salary would have been payable to Employee; and (iv) continue to provide Employee with health insurance and life insurance (the "Benefits") through the expiration of the Term (which shall be equal to its Fair Market Value the Term in effect on the date of termination of Employee's employment with the Call is exercised. Notwithstanding the foregoingCompany, any payment in respect of a Put or a Call under this Section 13(a) shall be subject without regard to any covenant restrictions on potential future extensions of such payment that might exist Term pursuant to Section 1), or, if the date of termination is prior to any extension of the Term pursuant to Section 1, through the end of the amount period under Section 2.01 (c) of the Stock Purchase Agreement, in the Employermanner and at such times as the Benefits would have been payable to Employee. In the event that the Company is unable to provide Employee with the Benefits required hereunder by reason of the termination of Employee's credit agreements or indentures as from time to time in effect. If any Put or Call employment pursuant to this Section 13(a6(e), then the Company shall pay Employee cash equal to the value of the Benefits (based upon the cost to Employee to obtain comparable benefits at standard rates) is prohibited by any covenant restrictions on such payments that otherwise would have accrued for Employee's benefit under the Employerplan for the period during which such Benefits could not be provided under the plans, such cash payments to be made over the Tenn (which shall be the Term in effect on the date of termination of Employee's credit agreements or indenturesemployment with the Company, the Employer will use all reasonable efforts without regard to obtain a waiver any potential future extensions of such covenant restrictionsTerm pursuant to Section 1). The Company's good faith determination of the value of any Benefits that would have accrued under any plan shall be binding and conclusive on Employee. Vesting of any unvested stock option granted to Employee shall be accelerated and become immediately vested, subject to exercise prior to the termination of the stock option in accordance with the Stock Option Plan. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4) to Employee.

Termination Without Good Cause. (i) Notwithstanding any other provision of this Agreement, the Company shall have the right with or without notice to terminate the Partner's employment Without Good Cause pursuant to the provisions of this Section 8(c). If the EmployeeCompany terminates the Partner's employment with notice, such notice may not provide a termination date more than two weeks after the Employer date on which the notice is delivered to the Partner. If the Company shall terminate the employment of the Partner Without Good Cause effective on a date earlier than the termination date provided for in Section 2 (with the effective date of termination as so identified by the Company being referred to herein as the "Accelerated Termination Date"), the Partner shall continue to receive the Base Salary until the end of the term of this Agreement as provided for in Section 2 or for a period of six months, whichever is longer, plus any bonus compensation earned and other compensation which would be earned upon collection of accounts receivable resulting from work performed prior to the date of such termination pursuant to the terms of the Partner Compensation Plan but not yet paid; provided that, the Company shall have the right to relieve the Partner, in whole or in part, of the Partner's duties under this Agreement, or direct the Partner to no longer perform such duties, or direct that the Partner no longer be required to report to work, or any combination of the foregoing, in each case prior to the Accelerated Termination Date. If the Partner is terminated Without Good Cause pursuant to this provision, the Partner may no longer be required by the Employer without good cause Company to perform his duties or report to work after the Accelerated Termination Date. (ii) The parties agree that, because there can be no exact measure of the damage that would occur to the Partner as a result of a termination by the Employee Company of the Partner's employment Without Good Cause, the unearned payments and benefits paid and provided pursuant to this Section 8(c), in addition to being consideration for the release required to be delivered pursuant to Section 8(e) or Section 8(f)of this Agreement, (i) also shall be deemed to constitute full consideration for any such damages and shall be considered as liquidated damages and not a penalty for the Employer shall have the right 180 days after such Company's termination (or, in the case of termination by the Employee pursuant to Section 8(e), upon termination) to redeem from the Employee, and the Employee shall have the obligation to permit the Employer to redeem (a "Call"), all or part of the EmployerPartner's common stock owned by the Employee and his "family members" (as defined in the Stockholders Agreement dated as of July , 1999 among the Employer, the Employee and certain other stockholders of the Employer), including all stock the Employee is entitled to purchase under the stock options granted hereunder (collectively, the "Employee Shares"), and (ii) for a period of 60 days from the date of such termination, the Employee shall have the right to require the Employer to redeem, and the Employer shall have the obligation to redeem, subject to the existence of legally available funds therefore (a "Put"), all or part of the Employee Shares. The purchase price of each share of the Employee Shares purchased pursuant to a Put exercised hereunder shall be equal to its Fair Market Value on the date of the Employee's termination. The purchase price of each share of the Employee Shares purchased pursuant to a Call shall be equal to its Fair Market Value on the date the Call is exercised. Notwithstanding the foregoing, any payment in respect of a Put or a Call under this Section 13(a) shall be subject to any covenant restrictions on such payment that might exist in the Employer's credit agreements or indentures as from time to time in effect. If any Put or Call pursuant to this Section 13(a) is prohibited by any covenant restrictions on such payments under the Employer's credit agreements or indentures, the Employer will use all reasonable efforts to obtain a waiver of such covenant restrictionsemployment Without Good Cause.