Common use of Compensated Termination Clause in Contracts

Compensated Termination. If the Executive resigns for Cause or other than a Change in Control (except for a forced resignation as described in Section 6.3(a)), or is terminated by the Company without Cause, in each case prior to the expiration of the Employment Period, the Executive’s employment hereunder shall terminate on the Date of Termination and the Executive shall be entitled to the following: (a) the unpaid portion of Salary due the Executive for the period of time through the Date of Termination, payable in accordance with the Company’s regular payroll practices; (b) a severance cash payment equal to six (6) months of the then current Annual Base Salary of Executive; (c) a number of Shares equal to six (6) months of the Shares described in Section 4.2, which Shares shall be deemed earned and vested, and any restrictions on such Shares except as required by applicable law shall immediately lapse and such Shares shall become nonforfeitable. The Shares shall be delivered to Executive pursuant to the time periods and procedures provided for in Section 4.2, above. (d) a number of Stock Options equal to six (6) months of the Stock Options described in Section 4.3, and any other Company stock options granted to Executive, which Stock Options shall be deemed vested, and any restrictions on such Stock Options except as required by applicable law shall immediately lapse and such Stock Options shall be fully exercisable in accordance with the requirements (except continued employment) of Section 4.3; (e) the product of (I) any Performance Awards described in Section 4.4 which Executive can show that he reasonably would have received had Executive remained in such Executive capacity with the Company through the end of the calendar year in which occurs Executive’s Date of Termination, multiplied by (II) a fraction, the numerator of which is the number of days in the calendar year in which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, but only to the extent not previously paid; provided that any payments pursuant to this Section 6.2(e) shall be made within 30 days following the end of the calendar year in which occurs Executive’s Date of Termination; (f) for six (6) months following the Date of Termination, Company shall continue to provide medical and dental benefits only to Executive on the same basis as such benefits are provided during such period to the senior executive officers of Company; provided, however, that if Company’s welfare plans do not permit such coverage, Company will provide Executive the medical benefits (with the same after tax effect) outside of such plans; and (g) To the extent not theretofore paid or provided, Company shall timely pay or provide to Executive any other amounts or benefits which Executive is entitled to receive through the Date of Termination under any plan, program, policy or practice or contract or agreement of Company and its affiliates, including accrued vacation to the extent unpaid (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

Compensated Termination. If the Executive resigns for Cause or other than a Change in Control (except for a forced resignation as described in Section 6.3(a)), or is terminated by the Company without Cause, in each case prior to the expiration of the Employment Period, the Executive’s employment hereunder shall terminate on the Date of Termination and the Executive shall be entitled to the following: (a) the unpaid portion of Salary due the Executive for the period of time through the Date of Termination, payable in accordance with the Company’s regular payroll practices; (b) a severance cash payment equal to six twelve (612) months of the then current Annual Base Salary of Executive; (c) a number of Shares equal to six twelve (612) months of the Shares described in Section 4.2, which Shares shall be deemed earned and vested, and any restrictions on such Shares except as required by applicable law shall immediately lapse and such Shares shall become nonforfeitable. The Shares shall be delivered to Executive pursuant to the time periods and procedures provided for in Section 4.2, above. (d) a number of Stock Options equal to six twelve (612) months of the Stock Options described in Section 4.3, and any other Company stock options granted to Executive, which Stock Options shall be deemed vested, and any restrictions on such Stock Options except as required by applicable law shall immediately lapse and such Stock Options shall be fully exercisable in accordance with the requirements (except continued employment) of Section 4.3; (e) the product of (I) any Performance Awards described in Section 4.4 which Executive can show that he reasonably would have received had Executive remained in such Executive capacity with the Company through the end of the calendar year in which occurs Executive’s Date of Termination, multiplied by (II) a fraction, the numerator of which is the number of days in the calendar year in which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, but only to the extent not previously paid; provided that any payments pursuant to this Section 6.2(e) shall be made within 30 days following the end of the calendar year in which occurs Executive’s Date of Termination; (f) for six twelve (612) months following the Date of Termination, Company shall continue to provide medical and dental benefits only to Executive on the same basis as such benefits are provided during such period to the senior executive officers of Company; provided, however, that if Company’s welfare plans do not permit such coverage, Company will provide Executive the medical benefits (with the same after tax effect) outside of such plans; and (g) To the extent not theretofore paid or provided, Company shall timely pay or provide to Executive any other amounts or benefits which Executive is entitled to receive through the Date of Termination under any plan, program, policy or practice or contract or agreement of Company and its affiliates, including accrued vacation to the extent unpaid (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

Compensated Termination. If the Executive resigns for Cause or other than a Change in Control (except for a forced resignation as described in Section 6.3(a6.3(b)), or is terminated by the Company without Cause, in each case prior to the expiration of the Employment Period, the Executive’s employment hereunder shall terminate on the Date of Termination and the Executive shall be entitled to the following: (a) the unpaid portion of Salary due the Executive for the period of time through the Date of Termination, payable in accordance with the Company’s regular payroll practices; (b) a severance cash payment equal to six (6) months of the then current Annual Base Salary of Executive; (c) a number of Shares equal to six (6) months of the Shares described in Section 4.2, which Shares shall be deemed earned and vested, and any restrictions on such Shares except as required by applicable law shall immediately lapse and such Shares shall become nonforfeitable. The Shares shall be delivered to Executive pursuant to the time periods and procedures provided for in Section 4.2, above. (d) a number of Stock Options equal to six (6) months of the Stock Options described in Section 4.3, and any other Company stock options granted to Executive, which Stock Options shall be deemed vested, and any restrictions on such Stock Options except as required by applicable law shall immediately lapse and such Stock Options shall be fully exercisable in accordance with the requirements (except continued employment) of Section 4.3; (e) the product of (I) any Performance Awards described in Section 4.4 which Executive can show that he reasonably would have received had Executive remained in such Executive capacity with the Company through the end of the calendar year in which occurs Executive’s Date of Termination, multiplied by (II) a fraction, the numerator of which is the number of days in the calendar year in which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, but only to the extent not previously paid; provided that any payments pursuant to this Section 6.2(e) shall be made within 30 days following the end of the calendar year in which occurs Executive’s Date of Termination; (f) for six (6) months following the Date of Termination, Company shall continue to provide medical and dental benefits only to Executive on the same basis as such benefits are provided during such period to the senior executive officers of Company; provided, however, that if Company’s welfare plans do not permit such coverage, Company will provide Executive the medical benefits (with the same after tax effect) outside of such plans; and (g) To the extent not theretofore paid or provided, Company shall timely pay or provide to Executive any other amounts or benefits which Executive is entitled to receive through the Date of Termination under any plan, program, policy or practice or contract or agreement of Company and its affiliates, including accrued vacation to the extent unpaid (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

Compensated Termination. If the Executive resigns for Cause or other than a Change in Control (except for a forced resignation as described in Section 6.3(a)), or is terminated by the Company without Cause, in each case prior to the expiration of the Employment Period, the Executive’s 's employment hereunder shall terminate on the Date of Termination and the Executive shall be entitled to the following: (a) the unpaid portion of Salary due the Executive for the period of time through the Date of Termination, payable in accordance with the Company’s 's regular payroll practices; (b) a severance cash payment equal to six (6) months of the then current Annual Base Salary of Executive; (c) a number of Shares equal to six (6) months of the Shares described in Section 4.2, which Shares shall be deemed earned and vested, and any restrictions on such Shares except as required by applicable law shall immediately lapse and such Shares shall become nonforfeitable. The Shares shall be delivered to Executive pursuant to the time periods and procedures provided for in Section 4.2, above. (d) a number of Stock Options equal to six (6) months of the Stock Options described in Section 4.3, and any other Company stock options granted to Executive, which Stock Options shall be deemed vested, and any restrictions on such Stock Options except as required by applicable law shall immediately lapse and such Stock Options shall be fully exercisable in accordance with the requirements (except continued employment) of Section 4.3; (e) the product of (I) any Performance Awards Sales Goal Thresholds Shares described in Section 4.4 4.2 which Executive can show that he reasonably would have received had Executive remained in such Executive capacity with the Company through the end of the calendar year in which occurs Executive’s Date of Termination, multiplied by (II) a fraction, the numerator of which is the number of days in the calendar year in which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, but only to the extent not previously paid; provided that any payments pursuant to this Section 6.2(e6.2(c) shall be made within 30 days following the end of the calendar year in which occurs Executive’s Date of Termination; (d) all of the shares of restricted common stock described in Section 4.6.1, which shares of restricted common stock shall be deemed earned and vested, and any restrictions on such shares of restricted common stock, except as required by applicable law shall immediately lapse and such shares of restricted common stock shall become nonforfeitable. The shares of restricted common stock shall be delivered to Executive within thirty (30) days form the date of termination; (e) all of the stock options described in Section 4.6.2, and the number of stock options equal to six (6) months of and any other Company stock options granted to Executive, which stock options shall be deemed vested, and any restrictions on such stock options except as required by applicable law shall immediately lapse and such stock options shall be fully exercisable in accordance with the requirements (except continued employment) of the applicable stock option plans. (f) for six (6) months following the Date of Termination, Company shall continue to provide medical and dental benefits only to Executive on the same basis as such benefits are provided during such period to the senior executive officers of Company; provided, however, that if Company’s welfare plans do not permit such coverage, Company will provide Executive the medical benefits (with the same after tax effect) outside of such plans; and (g) To to the extent not theretofore paid or provided, Company shall timely pay or provide to Executive any other amounts or benefits which Executive is entitled to receive through the Date of Termination under any plan, program, policy or practice or contract or agreement of Company and its affiliates, including accrued vacation to the extent unpaid (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”").

Compensated Termination. If the Executive resigns for Cause or other than a Change in Control (except for a forced resignation as described in Section 6.3(a)), or is terminated by the Company without Cause, in each case prior to the expiration of the Employment Period, the Executive’s 's employment hereunder shall terminate on the Date of Termination and the Executive shall be entitled to the following: (a) the unpaid portion of Salary due the Executive for the period of time through the Date of Termination, payable in accordance with the Company’s 's regular payroll practices; (b) a severance cash payment equal to six (6) months of the then current Annual Base Salary of Executive; (c) a number of Shares equal to six (6) months of the Shares described in Section 4.2, which Shares shall be deemed earned and vested, and any restrictions on such Shares except as required by applicable law shall immediately lapse and such Shares shall become nonforfeitable. The Shares shall be delivered to Executive pursuant to the time periods and procedures provided for in Section 4.2, above. (d) a number of Stock Options equal to six (6) months of the Stock Options described in Section 4.3, and any other Company stock options granted to Executive, which Stock Options shall be deemed vested, and any restrictions on such Stock Options except as required by applicable law shall immediately lapse and such Stock Options shall be fully exercisable in accordance with the requirements (except continued employment) of Section 4.3; (e) the product of (I) any Performance Awards described in Section 4.4 which Executive can show that he reasonably would have received had Executive remained in such Executive capacity with the Company through the end of the calendar year in which occurs Executive’s Date of Termination, multiplied by (II) a fraction, the numerator of which is the number of days in the calendar year in which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, but only to the extent not previously paid; provided that any payments pursuant to this Section 6.2(e) shall be made within 30 days following the end of the calendar year in which occurs Executive’s Date of Termination; (f) for six (6) months following the Date of Termination, Company shall continue to provide medical and dental benefits only to Executive on the same basis as such benefits are provided during such period to the senior executive officers of Company; provided, however, that if Company’s welfare plans do not permit such coverage, Company will provide Executive the medical benefits (with the same after tax effect) outside of such plans; and (g) To the extent not theretofore paid or provided, Company shall timely pay or provide to Executive any other amounts or benefits which Executive is entitled to receive through the Date of Termination under any plan, program, policy or practice or contract or agreement of Company and its affiliates, including accrued vacation to the extent unpaid (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”"). (h) Notwithstanding the foregoing, in the case of termination by the Company without Cause, the severance cash payment described in section 6.2(b) shall be equal to twelve (12) months of the then current Annual Base Salary of Executive.