Common use of Company Breach Clause in Contracts

Company Breach. In the event of (a) the breach of any material provision of this Agreement by the Company (including without limitation the failure to obtain shareholder approval of the stock option grant described under Section 3.7, to the extent such approval is required under such Section 3.7, at or prior to the Company's first annual meeting of shareholders following the date of this Agreement) or (b) a Change in Control of the Company (provided, that, for purposes of the definition of "Change in Control" under this provision, "Person" shall not include any entity that as of the date of this Agreement owns more than 10% of the outstanding shares of the Common Stock), the Executive shall be entitled to terminate the Term upon 60 days' prior written notice to the Company. Upon such termination, or in the event the Company terminates the Term or this Agreement other than pursuant to the provisions of Sections 4.2 or 4.3, the Company shall continue to provide the Executive (i) payments of Base Salary, in the manner and amount specified in Section 3.1, (ii) at the time such bonus payments would have otherwise been paid, the sum of (A) in the event of the Executive's termination prior to payment of the 1998 Bonus, the 1998 Bonus and (B) an amount equal to the Executive's target bonus opportunity percentage as in effect as of the date of termination, multiplied by the Executive's Base Salary as of the date of termination, payable with respect to each remaining bonus period which would have otherwise ended during the Term (the "Full Bonus Periods"), and payable on a pro rata basis for the final bonus period which would have otherwise commenced during the scheduled Term following the last Full Bonus Period (based upon the portion of such bonus period which would have been completed as of the end of the scheduled Term), and (iii) medical, dental, life and long-term disability insurance benefits in the manner and amounts specified in Sections 3.6 (provided that the Executive shall continue to bear the cost of such benefits required to be paid by employees) or, for a period of twelve months after the last day of the month in which termination described in this Section 4.4 occurred, whichever is longer (the "Damage Period"); PROVIDED, HOWEVER, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employee-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. In addition, upon such termination of employment, each of the Options shall immediately vest and become exercisable in full (provided, that, to the extent shareholder approval continues to be required under Section 3.7, such accelerated vesting and exercisability shall occur upon receipt of such approval). Such Options shall remain exercisable for three years following the later of the Executive's termination of employment or the receipt of any required shareholder approval with respect to such Options. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced (except as provided in this Section 4.4) whether or not the Executive obtains other employment.

Company Breach. In the event of (a) the a breach of any material provision of this Agreement by the Company (including without limitation the failure to obtain shareholder approval of the stock option grant described under Section 3.7, to the extent such approval is required under such Section 3.7, at or prior to the Company's first annual meeting of shareholders following the date of this Agreement) or (b) a Change in Control of the Company (provided, that, for purposes of the definition of "Change in Control" under this provision, "Person" shall not include any entity that as of the date of this Agreement owns more than 10% of the outstanding shares of the Common Stock), the Executive shall be entitled to terminate the Term upon 60 days' prior written notice to the Company. Upon such termination, or in the event the Company terminates the Term or this Agreement other than pursuant to the provisions of Sections 4.2 or 4.3, the Company shall continue to provide the Executive (i) payments of Base Salary, in the manner and amount specified in Section 3.1, (ii) at the time such bonus payments would have otherwise been paid, the sum of (A) in the event of the Executive's termination prior to payment of the 1998 Bonus, the 1998 Bonus and (B) an amount equal to the Executive's target bonus opportunity percentage as in effect as of the date of termination, multiplied by the Executive's Base Salary as of the date of termination, payable with respect to each remaining bonus period which would have otherwise ended during the Term (the "Full Bonus Periods"), and payable on a pro rata basis for the final bonus period which would have otherwise commenced during the scheduled Term following the last Full Bonus Period (based upon the portion of such bonus period which would have been completed as of the end of the scheduled Term), , (i) the number of full and (iii) medical, dental, life and long-term disability insurance benefits in partial months during the manner and amounts specified in Sections 3.6 (provided that Term prior to the Executive shall continue to bear the cost of such benefits required to be paid by employees) or, for a period of twelve months after the last day of the month in which termination described in this Section 4.4 occurred, whichever is longer (the "Damage Period"); PROVIDED, HOWEVER, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employee-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. In addition, upon such Executive's termination of employment, each divided by (ii) thirty-six. The vested portion of the Options shall immediately vest and become exercisable in full (provided, that, to the extent shareholder approval continues to be required under Section 3.7, such accelerated vesting and exercisability shall occur upon receipt of such approval). Such Options shall remain exercisable for three years following the later of the Executive's termination of employment or the receipt of any required shareholder approval with respect to such Options, and the remaining portion of the Options shall be forfeited upon the Executive's termination of employment. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced (except as provided in this Section 4.4) whether or not the Executive obtains other employment.

Company Breach. In the event of (a) the breach of any material provision of this Agreement by the Company (including without limitation the failure to obtain shareholder approval of the stock option grant described under Section 3.7, to the extent such approval is required under such Section 3.7, at or prior to the Company's first annual meeting of shareholders following the date of this Agreement) or (b) a Change in Control of the Company (provided, that, for purposes of the definition of "Change in Control" under this provision, "Person" shall not include any entity that as of the date of this Agreement owns more than 10% of the outstanding shares of the Common Stock), the Executive shall be entitled to terminate the Term upon 60 days' prior written notice to the Company. Upon such termination, or in the event the Company terminates the Term or this Agreement other than pursuant to the provisions of Sections 4.2 or 4.3, the Company shall continue to provide the Executive (i) payments of Base Salary, in the manner and amount specified in Section 3.1, (ii) at the time such bonus payments would have otherwise been paid, the sum of (A) in the event of the Executive's termination prior to payment of the 1998 Bonus, the 1998 Bonus and (B) an amount equal to the Executive's target bonus opportunity percentage as in effect as of the date of terminationtermination for any year in which bonuses are paid to other members of the Senior Corporate Management to the extent such bonuses are paid, multiplied by the Executive's Base Salary as of the date of termination, payable with respect to each remaining bonus period which would otherwise have otherwise ended during the Term (the "Full Bonus Periods"), and payable on a pro rata basis for the final bonus period which would have otherwise commenced during the scheduled Term following the last Full Bonus Period (based upon the portion of such bonus period which would have been completed as of the end of the scheduled Term), and (iii) medical, dental, life and long-term disability insurance benefits in the manner and amounts specified in Sections 3.6 (provided that the Executive shall continue to bear the cost of such benefits required to be paid by employees) or, for a period of twelve months after the last day of the month in which termination described in this Section 4.4 occurred, whichever is longer 4.4 (i) the "Damage Period"); PROVIDED, HOWEVER, that if number of full and partial months during the Executive becomes reemployed with another employer and is eligible Term prior to receive medical or other welfare benefits under another employee-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. In addition, upon such Executive's termination of employment, each divided by (ii) twenty-four. The vested portion of the Options shall immediately vest and become exercisable in full (provided, that, to the extent shareholder approval continues to be required under Section 3.7, such accelerated vesting and exercisability shall occur upon receipt of such approval). Such Options shall remain exercisable for three years following the later of the Executive's termination of employment or the receipt of any required shareholder approval with respect to such Options, and the remaining portion of the Options shall be forfeited upon the Executive's termination of employment. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced (except as provided in this Section 4.4) whether or not the Executive obtains other employment.

Company Breach. In the event of (a) the breach of any material provision of this Agreement by the Company (including without limitation the failure to obtain shareholder approval of the stock option grant described under Section 3.7, to the extent such approval is required under such Section 3.7, at or prior to the Company's first annual meeting of shareholders following the date of this Agreement) or (b) a Change in Control of the Company (provided, that, for purposes of the definition of "Change in Control" under this provision, "Person" shall not include any entity that as of the date of this Agreement owns more than 10% of the outstanding shares of the Common Stock), the Executive shall be entitled to terminate the Term upon 60 days' prior written notice to the Company. Upon such termination, or in the event the Company terminates the Term or this Agreement other than pursuant to the provisions of Sections 4.2 or 4.3, the Company shall continue to provide the Executive (i) payments of Base Salary, in the manner and amount specified in Section 3.1, (ii) at the time such bonus payments would have otherwise been paid, the sum of (A) in the event of the Executive's termination prior to payment of the 1998 Bonus, the 1998 Bonus and (B) an amount equal to the Executive's target bonus opportunity percentage as in effect as of the date of terminationtermination for any year in which bonuses are paid to other members of the Senior Corporate Management to the extent such bonuses are paid, multiplied by the Executive's Base Salary as of the date of termination, payable with respect to each remaining bonus period which would otherwise have otherwise ended during the Term (the "Full Bonus Periods"), and payable on a pro rata basis for the final bonus period which would have otherwise commenced during the scheduled Term following the last Full Bonus Period (based upon the portion of such bonus period which would have been completed as of the end of the scheduled Term), and (iii) medical, dental, life and long-term disability insurance benefits in the manner and amounts specified in Sections 3.6 (provided that the Executive shall continue to bear the cost of such benefits required to be paid by employees) or, for a period of twelve months after the last day of the month in which termination described in this Section 4.4 occurred, whichever is longer (the "Damage Period"); PROVIDED, HOWEVER, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employee-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. In addition, upon such termination of employment, each of the Options shall immediately vest and become exercisable in an amount equal to (a) the number of shares subject to such Option, multiplied by (b) (i) the number of full (provided, that, and partial months during the Term prior to the extent shareholder approval continues to be required under Section 3.7Executive's termination of employment, such accelerated vesting and exercisability shall occur upon receipt divided by (ii) twenty-four. The vested portion of such approval). Such the Options shall remain exercisable for three years following the later of the Executive's termination of employment or the receipt of any required shareholder approval with respect to such Options. In no event shall , and the Executive be obligated to seek other employment or take any other action by way of mitigation remaining portion of the amounts payable to Options shall be forfeited upon the Executive under any of the provisions of this Agreement and such amounts shall not be reduced (except as provided in this Section 4.4) whether or not the Executive obtains other employment.Executive's termination of

Company Breach. In the event of (a) the breach of any material provision of this Agreement by the Company (including without limitation the failure to obtain shareholder approval of the stock option grant described under Section 3.7, 3.7 to the extent such approval is required under such Section 3.7, at or prior to the Company's first annual meeting of shareholders following the date of this Agreement) or (b) a Change in Control of the Company (provided, that, for purposes of the definition of "Change in Control" under this provision, "Person" shall not include any entity that as of the date of this Agreement owns more than 10% of the outstanding shares of the Common Stock), the Executive shall be entitled to terminate the Term upon 60 days' prior written notice to the Company. Upon such termination, or in the event the Company terminates the Term or this Agreement other than pursuant to the provisions of Sections 4.2 or 4.3, the Company shall continue to provide the Executive (i) payments of Base Salary, in the manner and amount specified in Section 3.1, (ii) at the time such bonus payments would have otherwise been paid, the sum of (A) in the event of the Executive's termination prior to payment of the 1998 Bonus, the 1998 Bonus and (B) an amount equal to the Executive's target bonus opportunity percentage as in effect as of the date of termination, multiplied by the Executive's Base Salary as of the date of termination, payable with respect to each remaining bonus period which would otherwise have otherwise ended during the Term (the "Full Bonus Periods"), and payable on a pro rata basis for the final bonus period which would have otherwise commenced during the scheduled Term following the last Full Bonus Period (based upon the portion of such bonus period which would have been completed as of the end of the scheduled Term), and (iii) medical, dental, life and long-term disability insurance benefits in the manner and amounts specified in Sections 3.6 (provided that the Executive shall continue to bear the cost of such benefits required to be paid by employees) or, for a period of twelve months after the last day of the month in which termination described in this Section 4.4 occurred, whichever is longer (the "Damage Period"); PROVIDED, HOWEVER, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employee-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. In addition, upon such termination of employment, each of the Options shall immediately vest and become exercisable in full (provided, that, to the extent shareholder approval continues to be required under Section 3.7, (i) the number of full and partial months during the Term prior to the Executive's termination of employment, such accelerated vesting and exercisability shall occur upon receipt divided by (ii) twenty-four. The vested portion of such approval). Such the Options shall remain exercisable for three years following the later of the Executive's termination of employment or the receipt of any required shareholder approval with respect to such Options, and the remaining portion of the Options shall be forfeited upon the Executive's termination of employment. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced (except as provided in this Section 4.4) whether or not the Executive obtains other employment.

Company Breach. In the event of (a) the breach of any material provision of this Agreement by the Company (including without limitation the failure to obtain shareholder approval of the stock option grant described under Section 3.7, to the extent such approval is required under such Section 3.7, at or prior to the Company's first annual meeting of shareholders following the date of this Agreement) or (b) a Change in Control of the Company (provided, that, for purposes of the definition of "Change in Control" under this provision, "Person" shall not include any entity that as of the date of this Agreement owns more than 10% of the outstanding shares of the Common Stock), the Executive shall be entitled to terminate the Term upon 60 days' prior written notice to the Company. Upon such termination, or in the event the Company terminates the Term or this Agreement other than pursuant to the provisions of Sections 4.2 or 4.3, the Company shall continue to provide the Executive (i) payments of Base Salary, in the manner and amount specified in Section 3.1, (ii) at the time such bonus payments would have otherwise been paid, the sum of (A) in the event of the Executive's termination prior to payment of the 1998 Bonus, the 1998 Bonus and (B) an amount equal to the Executive's target bonus opportunity percentage as in effect as of the date of termination, multiplied by the Executive's Base Salary as of the date of termination, payable with respect to each remaining bonus period which would otherwise have otherwise ended during the Term (the "Full Bonus Periods"), and payable on a pro rata basis for the final bonus period which would have otherwise commenced during the scheduled Term following the last Full Bonus Period (based upon the portion of such bonus period which would have been completed as of the end of the scheduled Term), and (iii) medical, dental, life and long-term disability insurance benefits in the manner and amounts specified in Sections 3.6 (provided that the Executive shall continue to bear the cost of such benefits required to be paid by employees) or, for a period of twelve months after the last day of the month in which termination described in this Section 4.4 occurred, whichever is longer (the "Damage Period"); PROVIDED, HOWEVER, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employee-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. In addition, upon such termination of employment, each of the Options shall immediately vest and become exercisable in full (provided, that, to the extent shareholder approval continues to be required under Section 3.7, such accelerated vesting and exercisability shall occur upon receipt of such approval). Such Options shall remain exercisable for three years following the later of the Executive's termination of employment or the receipt of any required shareholder approval with respect to such Options. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced (except as provided in this Section 4.4) whether or not the Executive obtains other employment.