Common use of Company Notice Termination and Good Reason Termination Clause in Contracts

Company Notice Termination and Good Reason Termination. If the Company terminates Executive’s employment for any reason other than for Cause (as defined in Section 9) or if Executive terminates his employment for Good Reason (as defined in Section 9) the Company shall pay to Executive (subject to withholding of applicable taxes) a severance of two times Executive’s then applicable Annual Base Salary. Such severance shall be paid in equal installments over twenty-four (24) months on the Company’s standard bi-weekly Company payroll dates, beginning one (1) month following the date of termination. The Company shall continue to provide Executive and his family, for a period of twenty-four (24) months after the date of termination, with the same insurance benefits coverage being provided to Executive under Section 6(c) on the date the notice of termination is given. Executive shall also be entitled to a pro-rata portion of the performance bonus under Section 5(b) to which he would have been entitled in the year of termination if his employment had not terminated. Executive shall also be entitled to any of his Annual Base Salary accrued through the date of termination, payments for any accrued but unused vacation for the year of termination, any bonuses earned but not previously paid with respect to the accounting period of the Company most recently ended, and any vested benefits payable to Executive under the terms of any deferred compensation plan, 401K plan, stock option plan, or other benefit plans maintained by the Company in which Executive participated. Additionally, notwithstanding the terms of the Company’s stock option plan(s), all stock options received by Executive shall become fully vested and immediately exercisable upon a Company Notice Termination or Good Reason Termination. Such stock options shall remain exercisable for a period of twelve (12) months from the date of termination. All of Executive’s other unvested benefits, including, without limitation, any Company 401K contributions or profit sharing contributions, shall immediately vest upon a Company Notice Termination or Good Reason Termination.

Company Notice Termination and Good Reason Termination. If the Company terminates Executive’s 's employment for any reason other than for Cause (as defined in Section 9) or if Executive terminates his employment for Good Reason (as defined in Section 9) ), the Company shall pay to Executive (subject to withholding of applicable taxes) a severance of two times Executive’s then applicable Annual Base Salaryone million dollars ($1,000,000). Such severance shall be paid in equal installments over twenty-four twelve (2412) months on the Company’s 's standard bi-weekly Company payroll dates, beginning one (1) month following the date of termination. The Company shall continue to provide Executive and his family, for a period of twenty-four (24) months after the date of termination, with the same insurance benefits coverage being provided to Executive under Section 6(c) on the date the notice of termination is given. Executive shall also be entitled to a pro-rata portion of the performance bonus under Section 5(b) to which he would have been entitled in the year of termination if his employment had not terminated. Executive shall also be entitled to any of his Annual Base Salary accrued through the date of termination, payments for any accrued but unused vacation for the year of termination, any bonuses earned but not previously paid with respect to the accounting period of the Company most recently ended, and any vested benefits payable to Executive under the terms of any deferred compensation plan, 401K plan, stock option plan, or other benefit plans maintained by the Company in which Executive participated. Additionally, notwithstanding the terms of the Company’s 's stock option plan(s), all stock options received by Executive shall become fully vested and immediately exercisable upon a Company Notice Termination or Good Reason Termination. Such stock options shall remain exercisable for a period of twelve not less than twenty-four (1224) months from the date of terminationmonths. All of Executive’s 's other unvested benefits, including, without limitation, any Company 401K contributions or profit sharing contributions, shall immediately vest upon a Company Notice Termination or Good Reason Termination.

Company Notice Termination and Good Reason Termination. If the Company terminates Executive’s employment for any reason other than for Cause (as defined in Section 9) or if Executive terminates his employment for Good Reason (as defined in Section 9) ), within the first year of employment the Company shall pay to Executive (subject to withholding of applicable taxes) a severance of two times Executive’s then applicable Annual Base Salary$200,000. If such termination occurs after the first year of employment Executive shall receive a severance of $400,000. Such severance shall be paid in equal installments over twenty-four twelve (2412) months on the Company’s standard bi-weekly Company payroll dates, beginning one (1) month following the date of terminationtermination providing Executive has executed an appropriate Release of Claims and Non-Compete/Non-Solicitation Agreement. Executive shall be obligated to use commercially reasonable efforts to obtain new employment during any severance period and, if Executive does obtain reasonably comparable employment during such severance period. Company reserves the right to dissolve any severance payments or other continuing benefits hereunder. The Company shall continue to provide Executive and his family, for a period of twenty-four (24) months after the date of termination, with the same insurance benefits coverage being provided to Executive under Section 6(c) on the date the notice of termination is given. Executive shall also be entitled to a pro-rata portion of the performance bonus under Section 5(b) to which he would have been entitled in the year of termination if his employment had not terminated. Executive shall also be entitled to any of his Annual Base Salary accrued through the date of termination, payments for any accrued but unused vacation for the year of termination, any bonuses earned but not previously paid with respect to the accounting period of the Company most recently ended, and any vested benefits payable to Executive under the terms of any deferred compensation plan, 401K plan, stock option plan, or other benefit plans maintained by the Company in which Executive participated. Additionally, notwithstanding the terms of the Company’s stock option plan(s), all stock options received by Executive shall become fully vested and immediately exercisable upon a Company Notice Termination or Good Reason Termination. Such stock options shall remain exercisable for a period of twelve not less than twenty-four (1224) months from the date of terminationmonths. All of Executive’s other unvested benefits, including, without limitation, any Company 401K contributions or profit sharing contributions, shall immediately vest upon a Company Notice Termination or Good Reason Termination. In the event termination is for Good Reason under paragraph 9(c)(ii), at any time, severance shall be in the amount of 12 months base salary, and benefits in the duration of 24 months hereunder shall be limited to 12 months.

Company Notice Termination and Good Reason Termination. If the Company ------------------------------------------------------ terminates Executive’s 's employment for any reason other than for Cause (as defined in Section 9) or if Executive terminates his employment for Good Reason (as defined in Section 9) ), within the first year of employment the Company shall pay to Executive (subject to withholding of applicable taxes) a severance of two times Executive’s then applicable Annual Base Salary$1,000,000. Such $500,000 of such severance shall be paid in equal installments over twenty-four twelve (2412) months on the Company’s 's standard bi-bi- weekly Company payroll dates, beginning one (1) month following the date of termination, and an additional $500,000 shall be paid on the one year anniversary of the termination date. Employee shall be entitled to the immediate vesting of all restricted shares held by Executive, including those granted to Executive pursuant to the Amendment to Employment Agreement between the parties dated May 30, 2000. The Company shall continue to provide Executive and his family, for a period of twenty-four (24) months after the date of termination, with the same insurance benefits coverage being provided to Executive under Section 6(c) on the date the notice of termination is given. Executive shall also be entitled to a pro-pro- rata portion of the performance bonus under Section 5(b) to which he would have been entitled in the year of termination if his employment had not terminated. Executive shall also be entitled to any of his Annual Base Salary accrued through the date of termination, payments for any accrued but unused vacation for the year of termination, any bonuses earned but not previously paid with respect to the accounting period of the Company most recently ended, and any vested benefits payable to Executive under the terms of any deferred compensation plan, 401K plan, stock option plan, or other benefit plans maintained by the Company in which Executive participated. Additionally, notwithstanding the terms of the Company’s 's stock option plan(s), all stock options received by Executive shall become fully vested and immediately exercisable upon a Company Notice Termination or Good Reason Termination. Such stock options shall remain exercisable for a period of twelve (12) months from the date of termination. All of Executive’s other unvested benefits, including, without limitation, any Company 401K contributions or profit sharing contributions, shall immediately vest upon a Company Notice Termination or Good Reason Termination.Reason

Company Notice Termination and Good Reason Termination. If the Company terminates Executive’s employment for any reason other than for Cause (as defined in Section 9) or if Executive terminates his employment for Good Reason (as defined in Section 9) the Company shall pay to Executive (subject to withholding of applicable taxes) a severance of two one times Executive’s Executives then applicable Annual Base Salary. Such severance shall be paid in equal installments over twenty-four twelve (2412) months on the Company’s standard bi-weekly Company payroll dates, beginning one (1) month following the date of termination. The Company shall continue to provide Executive and his family, for a period of twenty-four (24) months after the date of termination, with the same insurance benefits coverage being provided to Executive under Section 6(c) on the date the notice of termination is given. Executive shall also be entitled to a pro-rata portion of the performance bonus under Section 5(b) to which he would have been entitled in the year of termination if his employment had not terminated. Executive shall also be entitled to any of his Annual Base Salary accrued through the date of termination, payments for any accrued but unused vacation for the year of termination, any bonuses earned but not previously paid with respect to the accounting period of the Company most recently ended, and any vested benefits payable to Executive under the terms of any deferred compensation plan, 401K plan, stock option plan, or other benefit plans maintained by the Company in which Executive participated. Additionally, notwithstanding the terms of the Company’s stock option plan(s), all stock options received by Executive shall become fully vested and immediately exercisable upon a Company Notice Termination or Good Reason Termination. Such stock options shall remain exercisable for a period of twelve (12) months from the date of termination. All of Executive’s other unvested benefits, including, without limitation, any Company 401K contributions or profit sharing contributions, shall immediately vest upon a Company Notice Termination or Good Reason Termination.

Company Notice Termination and Good Reason Termination. If the Company ------------------------------------------------------ terminates Executive’s 's employment for any reason other than for Cause (as defined in Section 9) or if Executive terminates his employment for Good Reason (as defined in Section 9) ), within the first year of employment the Company shall pay to Executive (subject to withholding of applicable taxes) a severance of two times Executive’s then applicable Annual Base SalaryThree Hundred Seventy Five Thousand Dollars ($375,000.00). If such termination occurs after the first year of employment Executive shall receive a severance of Seven Hundred Fifty Thousand Dollars ($750,000.00). Such severance shall be paid in equal installments over twenty-four twelve (2412) months on the Company’s 's standard bi-weekly Company payroll dates, beginning one (1) month following the date of termination. The Company shall continue to provide Executive and his family, for a period of twenty-four (24) months after the date of termination, with the same insurance benefits coverage being provided to Executive under Section 6(c) on the date the notice of termination is given. Executive shall also be entitled to a pro-rata portion of the performance bonus under Section 5(b) to which he would have been entitled in the year of termination if his employment had not terminated. Executive shall also be entitled to any of his Annual Base Salary accrued through the date of termination, payments for any accrued but unused vacation for the year of termination, any bonuses earned but not previously paid with respect to the accounting period of the Company most recently ended, and any vested benefits payable to Executive under the terms of any deferred compensation plan, 401K plan, stock option plan, or other benefit plans maintained by the Company in which Executive participated. Additionally, notwithstanding the terms of the Company’s 's stock option plan(s), all stock options received by Executive shall become fully vested and immediately exercisable upon a Company Notice Termination or Good Reason Termination. Such stock options shall remain exercisable for a period of twelve not less than twenty-four (1224) months from the date of terminationmonths. All of Executive’s 's other unvested benefits, including, without limitation, any Company 401K contributions or profit sharing contributions, shall immediately vest upon a Company Notice Termination or Good Reason Termination. If employee is terminated without cause before August 1, 2002, and Executive accepts another position within one (1) year, Company shall provide Executive with relocation reimbursement, to the extent not fully reimbursed by Executive's new employer, per the Company policy, not to exceed $50,000.

Company Notice Termination and Good Reason Termination. If the Company ------------------------------------------------------ terminates Executive’s 's employment for any reason other than for Cause (as defined in Section 9) or if Executive terminates his employment for Good Reason (as defined in Section 9) ), in the first year of employment the Company shall pay to Executive (subject to withholding of applicable taxes) a severance of two times Executive’s then applicable Annual Base SalaryTwo Hundred Fifty Thousand and 00/100 Dollars ($250,000.00); and, if thereafter, Five Hundred Thousand and 00/100 Dollars ($500,000.00). Such severance shall be paid in equal installments over twenty-four twelve (2412) months on the Company’s 's standard bi-weekly Company payroll dates, beginning one (1) month following the date of termination. The Company shall continue to provide Executive and his family, for a period of twenty-four (24) months after the date of termination, with the same insurance benefits coverage being provided to Executive under Section 6(c) on the date the notice of termination is given. Executive shall also be entitled to a pro-rata portion of the performance bonus under Section 5(b) to which he would have been entitled in the year of termination if his employment had not terminated. Executive shall also be entitled to any of his Annual Base Salary accrued through the date of termination, payments for any accrued but unused vacation for the year of termination, any bonuses earned but not previously paid with respect to the accounting period of the Company most recently ended, and any vested benefits payable to Executive under the terms of any deferred compensation plan, 401K plan, stock option plan, or other benefit plans maintained by the Company in which Executive participated. Additionally, notwithstanding the terms of the Company’s 's stock option plan(s), all stock options received by Executive shall become fully vested and immediately exercisable upon a Company Notice Termination or Good Reason Termination. Such stock options shall remain exercisable for a period of twelve not less than twenty-four (1224) months from the date of terminationmonths. All of Executive’s 's other unvested benefits, including, without limitation, any Company 401K contributions or profit sharing contributions, shall immediately vest upon a Company Notice Termination or Good Reason Termination.

Company Notice Termination and Good Reason Termination. If the Company terminates Executive’s 's employment for any reason other than for Cause (as defined in Section 9) or if Executive terminates his employment for Good Reason (as defined in Section 9) ), the Company shall pay to Executive (subject to Executive's execution of a reasonable, mutually agreeable Separation Agreement and Release of Claims and withholding of applicable taxes) a severance of two (2) times Executive’s 's then applicable Annual Base Salarycurrent base salary plus, if such termination is within 12 months of the Commencement Date, two (2) times Executive's Target Bonus. If such termination occurs after 12 months of employment, Executive shall be paid, in addition to the above base salary severance, two (2) times the actual target bonus earned over twelve (12) months immediately preceding such termination. Such severance shall be paid in equal installments over twenty-four (24) months on the Company’s 's standard bi-weekly Company payroll dates, beginning one (1) month following the date of termination. The Company shall continue to provide Executive and his family, for a period of twenty-four (24) months after the date of termination, with the same insurance benefits coverage being provided to Executive under Section 6(c) on the date the notice of termination is given. Executive shall also be entitled to a pro-rata portion of the performance bonus under Section 5(b) to which he would have been entitled in the year of termination if his employment had not terminated. Executive shall also be entitled to any of his Annual Base Salary accrued through the date of termination, payments for any accrued but unused vacation for the year of termination, termination any bonuses earned but not previously paid with respect to the accounting period of the Company most recently ended, and any vested benefits payable to Executive under the terms of any deferred compensation plan, 401K plan, stock option plan, or other benefit plans maintained by the Company in which Executive participated. Additionally, notwithstanding the terms of the Company’s 's stock option plan(s), all stock options received by Executive shall become fully vested and immediately exercisable upon a Company Notice Termination or Good Reason Termination. Such stock options shall remain exercisable for a period of twelve twenty-four (1224) months from the date of terminationmonths. All of Executive’s 's other unvested benefits, including, without limitation, any Company 401K contributions or profit sharing contributions, shall immediately vest upon a Company Notice Termination or Good Reason Termination.