Termination Without Cause, General Provision

Termination without Cause or Constructive Termination without Cause. In the event the company terminates the executives employment without cause, other than due to disability or death, or in the event there is a constructive termination without cause, the executive shall be entitled to:

(i) base salary through the end of the month in which the termination of employment occurs;

(ii) base salary, at the rate in effect on the date of termination of the executive’s employment, for 36 months beginning with the month following the month in which the termination of his employment occurs; provided that any amounts to which the executive is entitled under this clause shall be offset by any amounts to him under the company’s severance plan;

(iii) any accrued bonuses to which the executive is entitled under the terms of the then applicable bonus plans;

(iv) any other amounts earned, accrued or owing under the terms of this agreement, but not yet paid;

(v) continued participation in all employee benefit plans or programs in which he was participating on the date of the termination of employment as permitted by their terms until the earlier of: (A) the date which is 36 months following the end of the month in which the termination of employment occurs; or (B) the date, or dates, he receives an equivalent coverage and benefits under the plans and programs of the subsequent employer(such coverages and benefits to be determined on a coverage by coverage, or benefit by benefit, basis);

provided that (x) if the executive is precluded from continuing his participation in any employee benefit plan or program is provided in this clause, he shall be provided with the after-tax economic equivalent of the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause, and (y) the economic equivalent of any benefit forgone shall be deemed to be the lowest cost that would be incurred by the executive in obtaining such benefit himself on an individual basis; and

(vii) other benefits in accordance with applicable plans and programs of the company.

Drafting note (not part of the operative clause): Including a detailed "Cause" definition and termination procedure, as this clause does, establishes a for-cause employment relationship. If the surrounding agreement or handbook also contains an at-will disclaimer, the two are in tension -- courts have found that a detailed disciplinary/cause procedure can support an implied-contract exception to at-will status. Choose one model: either a genuinely at-will relationship with no cause procedure, or a for-cause/fixed-term relationship like this one, not both in the same agreement.