Common use of By Employee for Good Reason; By Company Without Cause Clause in Contracts

By Employee for Good Reason; By Company Without Cause. In the event this Agreement is terminated by the Employee for good reason pursuant to Section 5(c) hereof; or by the Company without cause pursuant to Section 5(a) hereof, then: (i) the Company shall continue to pay to the Employee his annual base salary and all other compensation and benefits provided for in Section 3 hereof (except those benefits which the Company may not properly provide, pursuant to applicable Company benefit plan, policy or law) in the same manner as before termination, for a period of one (1) year (the "Severance Period"); provided, however, that at the end of such Severance Period, the Employee will continue to be eligible to receive such benefits for up to an additional one (1) year period (the "Extended Severance Period"), if and only if, the Employee does not obtain an "Alternate Income Source" (as defined below). Upon obtaining an Alternate Income Source (the Company shall not be responsible for any subsequent loss of such Alternate Income Source), at any time after the termination of the Employee's employment with the Company, the Employee will no longer be eligible for any benefits during the Extended Severance Period or any remaining portion thereof. The Company's obligation to make payments to the Employee during the Severance Period shall not be offset by any income the Employee receives from sources other than the Company for work activity conducted by the Employee during the Severance Period. The Company's obligation to make payments to the Employee during the Extended Severance Period shall be reduced to the extent of any income the Employee receives from sources other than the Company for work activity conducted by the Employee during the Extended Severance Period, whether or not such income qualifies as an Alternate Income Source. To the extent the Employee receives any medical or health benefits pursuant to this section, such benefits shall be provided as a reimbursement (or direct payment at the sole election of the Company) to the Employee of payments made pursuant to an election to continue benefits under COBRA. "Alternate Income Source" shall include any reasonable executive or consulting position which provides the Employee with a base salary which is substantially the base salary provided pursuant to section 3(a) hereof;

By Employee for Good Reason; By Company Without Cause. The provisions of this section shall only take effect after the Employee has been employed with the Company for a period of six (6) months following the Effective Date. In the event this Agreement that the Employee's employment hereunder is terminated by the Employee for good reason Good Reason pursuant to Section 5(c6(c) hereof; or , by the Company without cause Cause pursuant to Section 5(a6(a) hereof, or if the Company chooses not to renew the Agreement at the end of the Initial Term or any Renewal Term, then: (i) the The Company shall continue to pay to the Employee his annual base salary and all other compensation and benefits provided for in Section 3 hereof (except those benefits which the Company may not properly provide, pursuant to applicable Company benefit plan, policy or law) in the same manner as before termination, for a period of one (1) year from the date of termination or through the end of the applicable term of this Agreement, whichever is shorter (the "Severance Period"); provided, however, that at the end of such Severance Period, the Employee will continue to be eligible to receive such benefits for up to an additional one (1) year period (the "Extended Severance Period"), if and only if, the Employee does not obtain an "Alternate Income Source" (as defined below). Upon obtaining an Alternate Income Source (the Company shall not be responsible for any subsequent loss of such Alternate Income Source), at any time after the termination of the Employee's employment with the Company, the Employee will no longer be eligible for any benefits during the Extended Severance Period or any remaining portion thereof. The Company's obligation to make payments to the Employee during the Severance Period shall not be offset by any income or payments the Employee receives from sources other than the Company for work activity conducted by the Employee during the Severance Period. The Company's obligation to make payments to the Employee during the Extended Severance Period shall be reduced to the extent of any income the Employee receives from sources other than the Company for work activity conducted by the Employee during the Extended Severance Period, whether or not such income qualifies as an Alternate Income Source. To the extent the Employee receives any medical or health benefits pursuant to this section, such benefits shall be provided as a reimbursement (or direct payment at the sole election of the Company) to the Employee of payments made pursuant to an election to continue benefits under COBRA. "Alternate Income Source" shall include . (ii) The unvested portion of any reasonable executive or consulting position which provides equities previously granted to the Employee shall immediately vest and become exercisable by the Employee, in accordance with a base salary which is substantially the base salary provided pursuant to section 3(atheir terms. (iii) The payments, rights and entitlements described in Section 7(a)(i) hereof;, if any, shall only be made if the Employee shall first have executed and delivered to the Company a release with respect to his employment hereunder and the termination of such employment.

By Employee for Good Reason; By Company Without Cause. In the event this Agreement that the Employee's employment hereunder is terminated by the Employee for good reason pursuant to Section 5(c) hereof; or by the Company without cause pursuant to Section 5(a) hereof, then: (i) the Company shall continue to pay to the Employee his annual base salary and all other compensation and benefits provided for in Section 3 hereof (except those benefits which the Company may not properly provide, pursuant to applicable Company benefit plan, policy or law) in the same manner as before termination, for a period of one (1) year (the "Severance Period"); provided, however, that at the end of such Severance Period, the Employee will continue to be eligible to receive such benefits for up to an additional one (1) year period (the "Extended Severance Period"), if and only if, the Employee does not obtain an "Alternate Income Source" (as defined below). Upon obtaining an Alternate Income Source (the Company shall not be responsible for any subsequent loss of such Alternate Income Source), at any time after the termination of the Employee's employment with the Company, the Employee will no longer be eligible for any benefits during the Extended Severance Period or any remaining portion thereof. The Company's obligation to make payments to the Employee during the Severance Period shall not be offset by any income the Employee receives from sources other than the Company for work activity conducted by the Employee during the Severance Period. The Company's obligation to make payments to the Employee during the Extended Severance Period shall be reduced to the extent of any income the Employee receives from sources other than the Company for work activity conducted by the Employee during the Extended Severance Period, whether or not such income qualifies as an Alternate Income Source. To the extent the Employee receives any medical or health benefits pursuant to this section, such benefits shall be provided as a reimbursement (or direct payment at the sole election of the Company) to the Employee of payments made pursuant to an election to continue benefits under COBRA. "Alternate Income Source" shall include any reasonable executive or consulting position which provides the Employee with a base salary which is substantially the base salary provided pursuant to section 3(a) hereof;

By Employee for Good Reason; By Company Without Cause. In the event this Agreement that the Employee's employment hereunder is terminated by the Employee for good reason pursuant to Section 5(c) hereof; or by the Company without cause pursuant to Section 5(a) hereof, then: (i) if terminated prior to September 12, 2004, the Company shall continue to pay to the Employee his annual base salary and all other compensation and benefits provided for in Section 3 hereof (except those benefits which the Company may not properly provide, pursuant to applicable Company benefit plan, policy or law) for a period of three months in the same manner as before terminationtermination in exchange for reasonable transition duties that shall decrease regularly during such three month period; and (ii) if terminated after September 12, for a period of one (1) year (the "Severance Period"); provided2004, however, that at the end of such Severance Period, the Employee will continue to be eligible to receive such benefits for up to an additional one (1) year period (the "Extended Severance Period"), if and only if, the Employee does not obtain an "Alternate Income Source" (as defined below). Upon obtaining an Alternate Income Source (the Company shall not be responsible pay the Employee that amount of severance provided to executive officers under the Company's severance policy in effect at the time of termination. (iii) Notwithstanding the terms of any stock option agreement to which the Employee is a party to the contrary, (A) the Employee shall continue to vest in stock options for the period equal to pay periods correlative to the payments provided in subsection 5(i) or 5(ii) above, as applicable, as if he remained an employee of the Company, and (B) the Employee may exercise any subsequent loss of such Alternate Income Source), vested options at any time prior to the ninety first (91st) day after termination. Notwithstanding the termination foregoing, if the Employee is so terminated prior to September 12, 2004, the Company shall immediately accelerate the vesting of all of the Employee's employment with the Company, unvested stock options and the Employee will no longer be eligible for may exercise all of stock options at any benefits during the Extended Severance Period or any remaining portion thereof. The Company's obligation to make payments time prior to the Employee during the Severance Period two hundred forty first (241st) day after termination; (iv) all other compensation and benefits provided for in Section 3 of this Agreement shall not be offset by any income cease upon final payment of all severance or its equivalent due the Employee receives from sources other than hereunder; and (v) the payments, rights and entitlements described in Sections 6(a)(i) hereof, if any, shall only be made if the Employee shall first have executed and delivered to the Company for work activity conducted by its standard release with respect to his employment hereunder and the Employee during the Severance Period. The Company's obligation to make payments to the Employee during the Extended Severance Period shall be reduced to the extent termination of any income the Employee receives from sources other than the Company for work activity conducted by the Employee during the Extended Severance Period, whether or not such income qualifies as an Alternate Income Source. To the extent the Employee receives any medical or health benefits pursuant to this section, such benefits shall be provided as a reimbursement (or direct payment at the sole election of the Company) to the Employee of payments made pursuant to an election to continue benefits under COBRA. "Alternate Income Source" shall include any reasonable executive or consulting position which provides the Employee with a base salary which is substantially the base salary provided pursuant to section 3(a) hereof;employment.