Common use of Breach; Termination for Good Reason Clause in Contracts

Breach; Termination for Good Reason. If (i) in breach of this Agreement, the Company shall terminate the Employee's employment other than pursuant to subparagraphs 5(a), 5(b) or 5(c) hereof (it being understood that a purported termination pursuant to subparagraphs 5(b) or 5(c) hereof which is disputed and finally determined not to have been proper shall be a termination of the Employee's employment by the Company in breach of this Agreement) or (ii) the Employee shall terminate his employment for good reason, then: A. the Company shall continue to pay the Employee his full base salary at a rate equal to 100 percent of the annual rate in effect prior to the date Notice of Termination is given until the later to occur of December 31, 2000 or the second anniversary of his Date of Termination, such payments of continued base salary will be reduced (but not below zero) by any payments made by the Company under the Proprietary Information and Inventions Agreement. B. During the period that Employee is entitled to receive payments of continued base salary under A. above, Employee shall continue to participate in any accident, health, disability, life or similar employee welfare benefit plans maintained by the Company or its subsidiaries, to the extent he was eligible to participate in such plans at any time during the twelve months preceding his Notice of Termination and at no cost to him; provided that if such continued participation is precluded by the provisions of such plans or by applicable law, the Company will provide Employee with comparable benefits of equivalent value. C. Employee understands and agrees that if he breaches any provision of the Proprietary Information and Inventions Agreement, the Company shall cease to have any obligation to make any payment under this subparagraph 6(d).

Breach; Termination for Good Reason. If (i) in breach of this Agreement, the Company shall terminate the Employee's employment other than pursuant to subparagraphs 5(a), 5(b) or 5(c) hereof (it being understood that a purported termination pursuant to subparagraphs 5(b) or 5(c) hereof which is disputed and finally determined not to have been proper shall be a termination of the Employee's employment by the Company in breach of this Agreement) or (ii) the Employee shall terminate his employment for good reason, then: A. (i) the Company shall continue make a lump sum payment to pay Employee, not later that five business days after the Employee his full base salary at a rate equal to 100 percent of the annual rate in effect prior to the date Notice of Termination is given by the Company or Employee, as applicable, in an amount equal to two times Employee's highest annual base salary as in effect at any time during the twelve months preceding the date such Notice of Termination is given; (ii) the Company shall pay to Employee, not later than five business days after the date [they] become due and payable, any bonus that would have been payable to Employee pursuant to subparagraph 3(b) had Employees employment with the Company continued through the expiration of the Employment Period; (iii) if the termination of Employee's employment occurs after the date of a change in control of the Company, any stock options held by Executive that did not become fully vested and exercisable as of the date of such change in control shall become fully vested and exercisable as of the Date of Termination; and (iv) until the later to occur of December 31, 2000 or the second anniversary of his Date the date the Notice of Termination, such payments of continued base salary will be reduced (but not below zero) by any payments made Termination is given by the Company under the Proprietary Information and Inventions Agreement. B. During the period that Employee is entitled to receive payments of continued base salary under A. aboveor Employee, as applicable, Employee shall continue to be eligible to participate in any accident, health, disability, life or similar employee welfare benefit plans maintained by the Company or its subsidiaries, to the same extent he was eligible to participate in such plans at any time during the twelve months preceding his the date such Notice of Termination is given and at no cost to him; provided that if such continued participation is precluded by the provisions of such plans or by applicable law, the Company will shall provide Employee with comparable benefits of equivalent value. C. . Employee understands and agrees that if he materially breaches any material provision of the Proprietary Information and Inventions Agreement, the Company shall cease to have any obligation to make any payment under this subparagraph 6(d).

Breach; Termination for Good Reason. If (i) in breach of this Agreement, the Company shall terminate the Employee's employment other than pursuant to subparagraphs 5(a), 5(b) or 5(c) hereof (it being understood that a purported termination pursuant to subparagraphs 5(b) or 5(c) hereof which is disputed and finally determined not to have been proper shall be a termination of the Employee's employment by the Company in breach of this Agreement) or (ii) the Employee shall terminate his employment for good reason, then: A. (i) the Company shall continue make a lump sum payment to pay Employee, not later that five business days after the Employee his full base salary at a rate equal to 100 percent of the annual rate in effect prior to the date Notice of Termination is given by the Company or Employee, as applicable, in an amount equal to two times Employee's highest annual base salary as in effect at any time during the twelve months preceding the date such Notice of Termination is given; (ii) the Company shall pay to Employee, not later than five business days after the date they become due and payable, any bonus that would have been payable to Employee pursuant to subparagraph 3(b) had Employees employment with the Company continued through the expiration of the Employment Period; (iii) if the termination of Employee's employment occurs after the date of a change in control of the Company, any stock options held by Executive that did not become fully vested and exercisable as of the date of such change in control shall become fully vested and exercisable as of the Date of Termination; and (iv) until the later to occur of December 31, 2000 or the second anniversary of his Date the date the Notice of Termination, such payments of continued base salary will be reduced (but not below zero) by any payments made Termination is given by the Company under the Proprietary Information and Inventions Agreement. B. During the period that Employee is entitled to receive payments of continued base salary under A. aboveor Employee, as applicable, Employee shall continue to be eligible to participate in any accident, health, disability, life or similar employee welfare benefit plans maintained by the Company or its subsidiaries, to the same extent he was eligible to participate in such plans at any time during the twelve months preceding his the date such Notice of Termination is given and at no cost to him; provided that if such continued participation is precluded by the provisions of such plans or by applicable law, the Company will shall provide Employee with comparable benefits of equivalent value. C. Employee understands and agrees that if he breaches any provision of the Proprietary Information and Inventions Agreement, the Company shall cease to have any obligation to make any payment under this subparagraph 6(d).