Common use of Compensation and Benefits Upon Section 9 Termination Clause in Contracts

Compensation and Benefits Upon Section 9 Termination. In addition to the payments specified in Section 7 of this Agreement, in the event of termination of the Executive’s employment pursuant to this Section 9, the Employer shall continue to pay or provide to the Executive the following: (i) Salary through Date of Termination at the rate in effect immediately prior to the time a Notice of Termination is given plus any benefits and awards (including both cash and stock components) which pursuant to the terms of any Plans have been earned and otherwise payable, but which have not been paid; (ii) As severance pay, and in lieu of any further salary for any period subsequent to the Date of Termination, an amount in cash equal to two times the sum of the annual Base Salary on the Date of Termination plus the average of the Executive’s last three years’ bonuses (the “Severance Payment”). For the purposes of the definition of “Severance Payment” the Company shall compute the average of the Executive’s last three years’ bonuses by including the greater of (A) the bonus, if any, already earned by the Executive at the time of termination related to the calendar year of the termination or (B) the bonus, if any, earned in the third full calendar year preceding the termination of the Executive (e.g., if the Executive is terminated on August 1, 2005 (and this Section 9 is applicable), the Company shall include in the bonus calculation the greater of (A) the bonus, if any, earned by the Executive through August 1, 2005, or (B) the bonus, if any, earned by the Executive in calendar year 2002). Additionally, also for the purpose of the definition of “Severance Payment,” in the event the Executive received a grant of stock, restricted stock or stock options during any relevant year (a “Grant”), then the Company shall compute the average of the Executive’s last three years’ bonuses by including: (i) in the case of a Grant consisting of a stock grant, the amount reported by the Company to the Internal Revenue Service relating to such stock grant for the relevant year; (ii) in the case of a Grant consisting of a restricted stock grant, the full xxxxx xxxxx, computed for the purposes of this agreement by multiplying the number of granted restricted shares by the closing share price on the grant date, and; (iii) in the case of a Grant consisting of a stock option grant, the imputed present value of such options at the time of the grant, defined for purposes of this agreement as 50% of the exercise price. For example, if the Executive is terminated on October 1, 2003 (and this Section 9 is applicable) and the Executive received a cash bonus of $300,000 in 2002, a bonus consisting of stock with a value reported to the Internal Revenue Service of $400,000 in 2001, and a bonus consisting of options with an Option Value of $425,000 in 2000, then the average bonus for calculating the Severance Payment will be $375,000. (iii) The Executive will have 90 days subsequent to the Date of Termination to exercise all stock options and restricted stock awards that have been granted and were vested at Date of Termination; and (iv) All salary and benefits shall cease at the time of such termination, subject to the terms of any benefit or compensation plan then in force and applicable to the Executive. The Executive immediately waives any right or entitlement to the Severance Payment in the event that the Executive breaches any term or provision of this Agreement or the Confidential Information Agreement and Restrictive Covenant and in the event of such breach the Executive will pay to the Employer an amount equal to any portion of the Severance Payment paid to the Executive prior the Executive’s breach, in addition to any damages the Employer may be able to recover. The Employer shall not have any additional liability or obligation hereunder by reason of such termination.

Compensation and Benefits Upon Section 9 Termination. In addition to the payments specified in Section 7 of this Agreement, in the event of termination of the Executive’s 's employment pursuant to this Section 9, the Employer shall continue to pay or provide to the Executive the following: (i) Salary through Date of Termination at the rate in effect immediately prior to the time a Notice of Termination is given plus any benefits and awards (including both cash and stock components) which pursuant to the terms of any Plans have been earned and otherwise payable, but which have not been paid; (ii) As severance pay, and in lieu of any further salary for any period subsequent to the Date of Termination, an amount in cash equal to two times the sum of the annual Base Salary on the Date of Termination plus the average of the Executive’s 's last three two years’ ' bonuses (the “"Severance Payment”"). For the purposes of the definition of “"Severance Payment” " the Company shall compute the average of the Executive’s 's last three two years’ ' bonuses by including the greater of (A) the bonus, if any, already earned by the Executive at the time of termination related to the calendar year of the termination or (B) the bonus, if any, earned in the third second full calendar year preceding the termination of the Executive (e.g.Executive. For example, if the Executive is terminated on August 1, 2005 (2014 and this Section 9 is applicable), the Company shall include in the bonus calculation (i) the greater of (A) the bonus, if any, earned by the Executive through during the period from January 1, 2014 to August 1, 20052014, or (B) the bonus, if any, earned by the Executive in calendar year 2002)2012 and (ii) the bonus, if any, earned by the Executive in calendar year 2013. Additionally, also for the purpose of the definition of “"Severance Payment,” " in the event the Executive received a grant of stock, restricted stock, stock options, stock appreciation rights or stock options an alternative long-term incentive during any relevant year (each a “"Grant”"), then the Company shall compute the average of the Executive’s 's last three two years’ ' bonuses by including: (i) in the case of a Grant consisting of a stock grant, the amount reported by the Company to the Internal Revenue Service relating to such stock grant for the relevant year; (ii) in the case of a Grant consisting of a restricted stock grantstock, the full xxxxx xxxxx, computed for the purposes of this agreement by multiplying the number of granted restricted shares by the closing share price on the grant date, and; (iii) in the case of a Grant consisting of a stock option grant, or stock appreciation right the imputed present value of such options option or stock appreciation right at the time of the grant, defined for purposes of this agreement as 50% of the exercise price, and; (iv) in the case of a Grant consisting of a cash-based long-term incentive, the full grant value on the date of grant; provided, however, the amount attributed to (i), (ii), (iii) and (iv) above shall not exceed $200,000 in the aggregate. For example, if the Executive is terminated on October 1, 2003 2014 (and this Section 9 is applicable) and the Executive received a cash bonus of $300,000 in 2002, a bonus consisting of stock with a value reported to the Internal Revenue Service of $400,000 in 20012012, and a bonus consisting of options with an Option Value option value of $425,000 125,000 in 20002013, then the average bonus for calculating the Severance Payment will be $375,000200,000. For the purposes of this Section, the relevant year for a Grant or bonus shall be the year in which the performance relates not the year it is actually granted or paid to the Executive, e.g., if the Executive receives a Grant for performance in calendar year 2014, but the Grant is actually issued in 2015, the value of the Grant shall be considered a 2014 Grant for purposes of calculating the Severance Payment. The Severance Payment shall be paid to the Executive not later than thirty days after Executive’s Date of Termination. (iii) The Executive will have 90 days subsequent to the Date of Termination to exercise all stock options and restricted stock awards that have been granted and were vested at Date of Termination; and. (iv) All salary and benefits shall cease at the time of such termination, subject to the terms of any benefit or compensation plan then in force and applicable to the Executive. The Executive immediately waives any right or entitlement to the Severance Payment in the event that the Executive breaches any term or provision of this Agreement or the Confidential Information Agreement and Restrictive Covenant and in the event of such breach the Executive will pay to the Employer an amount equal to any portion of the Severance Payment paid to the Executive prior the Executive’s 's breach, in addition to any damages the Employer may be able to recover. The Employer shall not have any additional liability or obligation hereunder by reason of such termination.

Compensation and Benefits Upon Section 9 Termination. In addition to the payments specified in Section 7 of this Agreement, in the event of termination of the Executive’s employment pursuant to this Section 9, the Employer shall continue to pay or provide to the Executive the following: (i) Salary through Date of Termination at the rate in effect immediately prior to the time a Notice of Termination is given plus any benefits and awards (including both cash and stock components) which pursuant to the terms of any Plans have been earned and otherwise payable, but which have not been paid; (ii) As severance pay, and in lieu of any further salary for any period subsequent to the Date of Termination, an amount in cash equal to two times the sum of the annual Base Salary on the Date of Termination plus the average of the Executive’s last three two years’ cash bonuses (the “Severance Payment”). As used in this section, the words “cash bonuses” shall not include any long term incentive compensation, whether paid in cash, stock or stock options. For the purposes of the definition of “Severance Payment” the Company shall compute the average of the Executive’s last three two years’ bonuses by including the greater of (A) the bonus, if any, already earned by the Executive at the time of termination related to the calendar year of the termination or (B) the bonus, if any, earned in for the third second full calendar year preceding the termination of the Executive Executive, e.g. (e.g., if the Executive is terminated on August 1, 2005 (and this Section 9 is applicable), the Company shall include in the bonus calculation the greater of (A) the bonus, if any, earned by the Executive through August 1, 2005, or (B) the bonus, if any, earned by the Executive in for calendar year 20022003). Additionally, also for the purpose of the definition of “Severance Payment,” in the event the Executive received a grant of stock, restricted stock or stock options during any relevant year (a “Grant”), then the Company shall compute the average of the Executive’s last three years’ bonuses by including: (i) in the case of a Grant consisting of a stock grant, the amount reported by the Company to the Internal Revenue Service relating to such stock grant for the relevant year; (ii) in the case of a Grant consisting of a restricted stock grant, the full xxxxx xxxxx, computed for the purposes of this agreement by multiplying the number of granted restricted shares by the closing share price on the grant date, and; (iii) in the case of a Grant consisting of a stock option grant, the imputed present value of such options at the time of the grant, defined for purposes of this agreement as 50% of the exercise price. For example, if the Executive is terminated on October 1, 2003 (and this Section 9 is applicable) and the Executive received a cash bonus of $300,000 in 2002, a bonus consisting of stock with a value reported to the Internal Revenue Service of $400,000 in 2001, and a bonus consisting of options with an Option Value of $425,000 in 2000, then the average bonus for calculating the Severance Payment will be $375,000. (iii) The Executive will have 90 days subsequent to the Date of Termination to exercise all stock options and restricted stock grants or other equity grants and all other long term incentive grants or awards that have been granted and were vested at Date of Termination; and (iv) All salary and benefits shall cease at the time of such termination, subject to the terms of any benefit or compensation plan then in force and applicable to the Executive. The Executive immediately waives any right or entitlement to the Severance Payment in the event that the Executive breaches any term or provision of this Agreement or the Confidential Information Agreement and Restrictive Covenant and in the event of such breach the Executive will pay to the Employer an amount equal to any portion of the Severance Payment paid to the Executive prior the Executive’s breach, in addition to any damages the Employer may be able to recover. The Employer shall not have any additional liability or obligation hereunder by reason of such termination.

Compensation and Benefits Upon Section 9 Termination. In addition to the payments specified in Section 7 of this Agreement, in the event of termination of the Executive’s employment pursuant to this Section 9, the Employer shall continue to pay or provide to the Executive the following: (i) Salary through Date of Termination at the rate in effect immediately prior to the time a Notice of Termination is given plus any benefits and awards (including both cash and stock components) which pursuant to the terms of any Plans have been earned and otherwise payable, but which have not been paid; (ii) As severance pay, and in lieu of any further salary for any period subsequent to the Date of Termination, an amount in cash equal to two times the sum of the annual Base Salary on the Date of Termination plus the average of the Executive’s last three two years’ cash bonuses (the “Severance Payment”). As used in this section, the words “cash bonuses” shall not include any long term incentive compensation, whether paid in cash, stock or stock options. For the purposes of the definition of “Severance Payment” the Company shall compute the average of the Executive’s last three two years’ bonuses by including the greater of (A) the bonus, if any, already earned by the Executive at the time of termination related to the calendar year of the termination or (B) the bonus, if any, earned in for the third second full calendar year preceding the termination of the Executive Executive, e.g. (e.g., if the Executive is terminated on August 1, 2005 (and this Section 9 is applicable), the Company shall include in the bonus calculation the greater of (A) the bonus, if any, earned by the Executive through August 1, 2005, or (B) the bonus, if any, earned by the Executive in for calendar year 20022003). Additionally, also for the purpose of the definition of “Severance Payment,” in the event The severance pay amount shall be paid to the Executive received a grant of stock, restricted stock or stock options during any relevant year (a “Grant”), then the Company shall compute the average of the not later than thirty days after Executive’s last three years’ bonuses by including: (i) in the case Date of a Grant consisting of a stock grant, the amount reported by the Company to the Internal Revenue Service relating to such stock grant for the relevant year; (ii) in the case of a Grant consisting of a restricted stock grant, the full xxxxx xxxxx, computed for the purposes of this agreement by multiplying the number of granted restricted shares by the closing share price on the grant date, and; (iii) in the case of a Grant consisting of a stock option grant, the imputed present value of such options at the time of the grant, defined for purposes of this agreement as 50% of the exercise price. For example, if the Executive is terminated on October 1, 2003 (and this Section 9 is applicable) and the Executive received a cash bonus of $300,000 in 2002, a bonus consisting of stock with a value reported to the Internal Revenue Service of $400,000 in 2001, and a bonus consisting of options with an Option Value of $425,000 in 2000, then the average bonus for calculating the Severance Payment will be $375,000Termination. (iii) The Executive will have 90 days subsequent to the Date of Termination to exercise all stock options and options, restricted stock grants or other equity grants and all other long term incentive grants or awards that have been granted and were vested at Date of Termination; and (iv) All salary and benefits shall cease at the time of such termination, subject to the terms of any benefit or compensation plan then in force and applicable to the Executive. The Executive immediately waives any right or entitlement to the Severance Payment in the event that the Executive breaches any term or provision of this Agreement or the Confidential Information Agreement and Restrictive Covenant and in the event of such breach the Executive will pay to the Employer an amount equal to any portion of the Severance Payment paid to the Executive prior the Executive’s breach, in addition to any damages the Employer may be able to recover. The Employer shall not have any additional liability or obligation hereunder by reason of such termination.

Compensation and Benefits Upon Section 9 Termination. In addition to the payments specified in Section 7 of this Agreement, in the event of termination of the Executive’s employment pursuant to this Section 9, the Employer shall continue to pay or provide to the Executive the following: (i) Salary through Date of Termination at the rate in effect immediately prior to the time a Notice of Termination is given plus any benefits and awards (including both cash and stock components) which pursuant to the terms of any Plans have been earned and otherwise payable, but which have not been paid; (ii) As severance pay, and in lieu of any further salary for any period subsequent to the Date of Termination, an amount in cash equal to two times the sum of the annual Base Salary on the Date of Termination plus the average of the Executive’s last three two years’ bonuses (the “Severance Payment”). For the purposes of the definition of “Severance Payment” the Company shall compute the average of the Executive’s last three two years’ bonuses by including the greater of (A) the bonus, if any, already earned by the Executive at the time of termination related to the calendar year of the termination or (B) the bonus, if any, earned in the third second full calendar year preceding the termination of the Executive Executive, e.g. (e.g., if the Executive is terminated on August 1, 2005 (and this Section 9 is applicable), the Company shall include in the bonus calculation the greater of (A) the bonus, if any, earned by the Executive through August 1, 2005, or (B) the bonus, if any, earned by the Executive in calendar year 20022003). Additionally, also for the purpose of the definition of “Severance Payment,” in the event the Executive received a grant of stock, restricted stock or stock options during any relevant year (a “Grant”), then the Company shall compute the average of the Executive’s last three two years’ bonuses by including: (i) in the case of a Grant consisting of a stock grant, the amount reported by the Company to the Internal Revenue Service relating to such stock grant for the relevant year; (ii) in the case of a Grant consisting of a restricted stock grant, the full xxxxx xxxxx, computed for the purposes of this agreement by multiplying the number of granted restricted shares by the closing share price on the grant date, and; (iii) in the case of a Grant consisting of a stock option grant, the imputed present value of such options at the time of the grant, defined for purposes of this agreement as 50% of the exercise price. For example, if the Executive is terminated on October 1, 2003 (and this Section 9 is applicable) and the Executive received a cash bonus of $300,000 in 2002, a bonus consisting of stock with a value reported to the Internal Revenue Service of $400,000 in 20012002, and a bonus consisting of options with an Option Value of $425,000 in 20002001, then the average bonus for calculating the Severance Payment will be $375,000412,500. (iii) The Executive will have 90 days subsequent to the Date of Termination to exercise all stock options and restricted stock awards that have been granted and were vested at Date of Termination; and (iv) All salary and benefits shall cease at the time of such termination, subject to the terms of any benefit or compensation plan then in force and applicable to the Executive. The Executive immediately waives any right or entitlement to the Severance Payment in the event that the Executive breaches any term or provision of this Agreement or the Confidential Information Agreement and Restrictive Covenant and in the event of such breach the Executive will pay to the Employer an amount equal to any portion of the Severance Payment paid to the Executive prior the Executive’s breach, in addition to any damages the Employer may be able to recover. The Employer shall not have any additional liability or obligation hereunder by reason of such termination.

Compensation and Benefits Upon Section 9 Termination. In addition to the payments specified in Section 7 of this Agreement, in the event of termination of the Executive’s Consulting Firm's employment pursuant to this Section 9, the Employer shall continue to pay or provide to the Executive Consulting Firm the following: (i) Salary Annual Draw through Date of Termination at the rate in effect immediately just prior to the time a Notice of Termination is given plus any benefits and awards (including both cash and stock components) which pursuant to the terms of any Plans have been earned and otherwise payable, but which have not been paidgiven; (ii) As severance pay, and in lieu of any further salary draw for any period subsequent to the Date of Termination, an amount in cash equal to two one times the sum of the annual Base Salary Annual Draw on the Date of Termination plus the average of the Executive’s Consulting Firm's last three two years’ ' bonuses and commissions (the “"Severance Payment”"). For the purposes of the definition of “"Severance Payment” " the Company shall compute the average of the Executive’s Consulting Firm's last three two years’ ' bonuses and commissions by including the greater of (A) the bonusbonus and commission, if any, already earned by the Executive Consulting Firm at the time of termination related to the calendar year of the termination termination, or (B) the bonusbonus and commission, if any, earned in the third second full calendar year preceding the termination of the Executive Consulting Firm (e.g., if the Executive Consulting Firm is terminated on August 1, 2005 2002 (and this Section 9 is applicable), the Company Employer shall include in the bonus and commission calculation the greater of (A) the bonusbonus and commission, if any, earned by the Executive Consulting Firm through August 1, 20052002, or (B) the bonusbonus and commission, if any, earned by the Executive Consulting Firm in calendar year 20022001). Additionally, also for the purpose of the definition of “"Severance Payment,” " in the event the Executive received Consulting Firm participated in a Company program which replaces an annual cash bonus with a grant of stock, restricted stock or stock options during any relevant year (a “Grant”"Company Program"), then the Company shall compute the average of the Executive’s Consulting Firm's last three two years’ ' bonuses by including: (i) in the case of a Grant Company Program consisting of a stock grant, grant by including the amount reported by the Company to the Internal Revenue Service relating to such stock grant for the relevant year; year and (ii) in the case of a Grant consisting of a restricted stock grant, the full xxxxx xxxxx, computed for the purposes of this agreement by multiplying the number of granted restricted shares by the closing share price on the grant date, and; (iii) in the case of a Grant Company Program consisting of a stock option grant, grant the greater of (A) the imputed present value of such options at the time of the grant, defined for purposes of this agreement as 50% grant or (B) the difference between the fair market value of the underlying stock on the date of the termination (which shall be calculated on the basis of the closing price per share on the principal trading market where the Company's common stock is traded) and the exercise priceprice of such options (such greater amount shall be referred to as the "Option Value"). For example, if the Executive Consulting Firm is terminated on October 1, 2003 (and this Section 9 is applicable) and the Executive Consulting Firm received a cash bonus of $300,000 in 2002, a bonus consisting of stock with a value reported to the Internal Revenue Service of $400,000 200,000 in 20012002, and a bonus consisting of options with an Option Value of $425,000 225,000 in 20002001, then the average bonus for calculating the Severance Payment will be $375,000212,500. For the purposes of this Agreement, unless the relevant Company Program specifies otherwise, if the Consulting Firm resigns for Good Reason or is terminated without Cause, it shall be deemed vested in whatever stock or stock options it had earned as part of the relevant Company Program (if any) through the date of termination. (iii) The Executive Consulting Firm will have 90 days subsequent to the Date of Termination to exercise all stock options and restricted stock awards that have been granted and were vested at Date of Termination, if any; and (iv) All salary draws, bonuses and benefits commissions shall cease at the time of such termination, subject to the terms of any benefit or compensation plan then in force and applicable to the ExecutiveConsulting Firm. The Executive Consulting Firm immediately waives any right or entitlement to the Severance Payment in the event that the Executive Consulting Firm breaches any term or provision of this Agreement or the Confidential Information Agreement and Restrictive Covenant and in the event of such breach the Executive Consulting Firm will pay to the Employer an amount equal to any portion of the Severance Payment paid to the Executive Consulting Firm prior the Executive’s Consulting Firm's breach, in addition to any damages the Employer may be able to recover. The Employer shall not have any additional liability or obligation hereunder by reason of such termination.

Compensation and Benefits Upon Section 9 Termination. In addition to the payments specified in Section 7 of this Agreement, in the event of termination of the Executive’s employment pursuant to this Section 9, the Employer shall continue to pay or provide to the Executive the following: (i) Salary through Date of Termination at the rate in effect immediately prior to the time a Notice of Termination is given plus any benefits and awards (including both cash and stock components) which pursuant to the terms of any Plans have been earned and otherwise payable, but which have not been paid; (ii) As severance pay, and in lieu of any further salary for any period subsequent to the Date of Termination, an amount in cash equal to two times the sum of the annual Base Salary on the Date of Termination plus the average of the Executive’s last three two years’ bonuses (the “Severance Payment”). For the purposes of the definition of “Severance Payment” the Company shall compute the average of the Executive’s last three two years’ bonuses by including the greater of (A) the bonus, if any, already earned by the Executive at the time of termination related to the calendar year of the termination or (B) the bonus, if any, earned in the third second full calendar year preceding the termination of the Executive (e.g.Executive. For example, if the Executive is terminated on August 1, 2005 (2014 and this Section 9 is applicable), the Company shall include in the bonus calculation (i) the greater of (A) the bonus, if any, earned by the Executive through during the period from January 1, 2014 to August 1, 20052014, or (B) the bonus, if any, earned by the Executive in calendar year 2002)2012 and (ii) the bonus, if any, earned by the Executive in calendar year 2013. Additionally, also for the purpose of the definition of “Severance Payment,” in the event the Executive received a grant of stock, restricted stock, stock options, stock appreciation rights or stock options an alternative long-term incentive during any relevant year (each a “Grant”), then the Company shall compute the average of the Executive’s last three two years’ bonuses by including: (i) in the case of a Grant consisting of a stock grant, the amount reported by the Company to the Internal Revenue Service relating to such stock grant for the relevant year; (ii) in the case of a Grant consisting of a restricted stock grantstock, the full xxxxx xxxxx, computed for the purposes of this agreement by multiplying the number of granted restricted shares by the closing share price on the grant date, and; (iii) in the case of a Grant consisting of a stock option grant, or stock appreciation right the imputed present value of such options option or stock appreciation right at the time of the grant, defined for purposes of this agreement as 50% of the exercise price, and; (iv) in the case of a Grant consisting of a cash-based long-term incentive, the full grant value on the date of grant; provided, however, the amount attributed to (i), (ii), (iii) and (iv) above shall not exceed $200,000 in the aggregate. For example, if the Executive is terminated on October 1, 2003 2014 (and this Section 9 is applicable) and the Executive received a cash bonus of $300,000 in 2002, a bonus consisting of stock with a value reported to the Internal Revenue Service of $400,000 in 20012012, and a bonus consisting of options with an Option Value option value of $425,000 125,000 in 20002013, then the average bonus for calculating the Severance Payment will be $375,000200,000. For the purposes of this Section, the relevant year for a Grant or bonus shall be the year in which the performance relates not the year it is actually granted or paid to the Executive, e.g., if the Executive receives a Grant for performance in calendar year 2014, but the Grant is actually issued in 2015, the value of the Grant shall be considered a 2014 Grant for purposes of calculating the Severance Payment. The Severance Payment shall be paid to the Executive not later than thirty days after Executive’s Date of Termination. (iii) The Executive will have 90 days subsequent to the Date of Termination to exercise all stock options and restricted stock awards that have been granted and were vested at Date of Termination; and. (iv) All salary and benefits shall cease at the time of such termination, subject to the terms of any benefit or compensation plan then in force and applicable to the Executive. The Executive immediately waives any right or entitlement to the Severance Payment in the event that the Executive breaches any term or provision of this Agreement or the Confidential Information Agreement and Restrictive Covenant and in the event of such breach the Executive will pay to the Employer an amount equal to any portion of the Severance Payment paid to the Executive prior the Executive’s breach, in addition to any damages the Employer may be able to recover. The Employer shall not have any additional liability or obligation hereunder by reason of such termination.

Compensation and Benefits Upon Section 9 Termination. In addition to the payments specified in Section 7 of this Agreement, in the event of termination of the Executive’s employment pursuant to this Section 9, the Employer shall continue to pay or provide to the Executive the following: (i) Salary through Date of Termination at the rate in effect immediately prior to the time a Notice of Termination is given plus any benefits and awards (including both cash and stock components) which pursuant to the terms of any Plans have been earned and otherwise payable, but which have not been paid; (ii) As severance pay, and in lieu of any further salary for any period subsequent to the Date of Termination, an amount in cash equal to two times the sum of the annual Base Salary on the Date of Termination plus the average of the Executive’s last three two years’ bonuses (the “Severance Payment”). For the purposes of the definition of “Severance Payment” the Company shall compute the average of the Executive’s last three two years’ bonuses by including the greater of (A) the bonus, if any, already earned by the Executive at the time of termination related to the calendar year of the termination or (B) the bonus, if any, earned in the third second full calendar year preceding the termination of the Executive Executive, e.g. (e.g., if the Executive is terminated on August 1, 2005 (and this Section 9 is applicable), the Company shall include in the bonus calculation the greater of (A) the bonus, if any, earned by the Executive through August 1, 2005, or (B) the bonus, if any, earned by the Executive in calendar year 20022003). Additionally, also for the purpose of the definition of “Severance Payment,” in the event the Executive received a grant of stock, restricted stock or stock options during any relevant year (a “Grant”), then the Company shall compute the average of the Executive’s last three two years’ bonuses by including: (i) in the case of a Grant consisting of a stock grant, the amount reported by the Company to the Internal Revenue Service relating to such stock grant for the relevant year; (ii) in the case of a Grant consisting of a restricted stock grant, the full xxxxx xxxxx, computed for the purposes of this agreement by multiplying the number of granted restricted shares by the closing share price on the grant date, and; (iii) in the case of a Grant consisting of a stock option grant, the imputed present value of such options at the time of the grant, defined for purposes of this agreement as 50% of the exercise price. For example, if the Executive is terminated on October 1, 2003 (and this Section 9 is applicable) and the Executive received a cash bonus of $300,000 in 2002, a bonus consisting of stock with a value reported to the Internal Revenue Service of $400,000 in 20012002, and a bonus consisting of options with an Option Value of $425,000 in 20002001, then the average bonus for calculating the Severance Payment will be $375,000412,500. (iii) The Executive will have 90 days subsequent to the Date of Termination to exercise all stock options and restricted stock awards that have been granted and were vested at Date of Termination; and (iv) All salary and benefits shall cease at the time of such termination, subject to the terms of any benefit or compensation plan then in force and applicable to the Executive. The Executive immediately waives any right or entitlement to the Severance Payment in the event that the Executive breaches any term or provision of this Agreement or the Confidential Information Agreement and Restrictive Covenant and in the event of such breach the Executive will pay to the Employer an amount equal to any portion of the Severance Payment paid to the Executive prior the Executive’s breach, in addition to any damages the Employer may be able to recover. The Employer shall not have any additional liability or obligation hereunder by reason of such termination.

Compensation and Benefits Upon Section 9 Termination. In addition to the payments specified in Section 7 of this Agreement, in the event of termination of the Executive’s employment pursuant to this Section 9, the Employer shall continue to pay or payor provide to the Executive the following: (i) Salary through Date of Termination at the rate in effect immediately prior to the time a Notice of Termination is given plus any benefits and awards (including both cash and stock components) which pursuant to the terms of any Plans have been earned and otherwise payable, but which have not been paid; (ii) As severance pay, and in lieu of any further salary for any period subsequent to the Date of Termination, an amount in cash equal to two times the sum of the annual Base Salary on the Date of Termination plus the average of the Executive’s last three two years’ bonuses (the “Severance Payment”). For the purposes of the definition of “Severance Payment” the Company shall compute the average of the Executive’s last three two years’ bonuses by including the greater of (A) the bonus, if any, already earned by the Executive at the time of termination related to the calendar year of the termination or (B) the bonus, if any, earned in the third second full calendar year preceding the termination of the Executive Executive, e.g. (e.g., if the Executive is terminated on August 1, 2005 (and this Section 9 is applicable), the Company shall include in the bonus calculation the greater of (A) the bonus, if any, earned by the Executive through August 1, 2005, or (B) the bonus, if any, earned by the Executive in calendar year 20022003). Additionally, also for the purpose of the definition of “Severance Payment,” in the event the Executive received a grant of stock, restricted stock or stock options during any relevant year (a “Grant”), then the Company shall compute the average of the Executive’s last three two years’ bonuses by including: (i) in the case of a Grant consisting of a stock grant, the amount reported by the Company to the Internal Revenue Service relating to such stock grant for the relevant year; (ii) in the case of a Grant consisting of a restricted stock grant, the full xxxxx xxxxx, computed for the purposes of this agreement by multiplying the number of granted restricted shares by the closing share price on the grant date, and; (iii) in the case of a Grant consisting of a stock option grant, the imputed present value of such options at the time of the grant, defined for purposes of this agreement as 50% of the exercise price. For example, if the Executive is terminated on October 1, 2003 (and this Section 9 is applicable) and the Executive received a cash bonus of $300,000 in 2002, a bonus consisting of stock with a value reported to the Internal Revenue Service of $400,000 in 20012002, and a bonus consisting of options with an Option Value of $425,000 in 20002001, then the average bonus for calculating the Severance Payment will be $375,000412,500. (iii) The Executive will have 90 days subsequent to the Date of Termination to exercise all stock options and restricted stock awards that have been granted and were vested at Date of Termination; and (iv) All salary and benefits shall cease at the time of such termination, subject to the terms of any benefit or compensation plan then in force and applicable to the Executive. The Executive immediately waives any right or entitlement to the Severance Payment in the event that the Executive breaches any term or provision of this Agreement or the Confidential Information Agreement and Restrictive Covenant and in the event of such breach the Executive will pay to the Employer an amount equal to any portion of the Severance Payment paid to the Executive prior the Executive’s breach, in addition to any damages the Employer may be able to recover. The Employer shall not have any additional liability or obligation hereunder by reason of such termination.

Compensation and Benefits Upon Section 9 Termination. In addition to the payments specified in Section 7 of this Agreement, in the event of termination of the Executive’s employment pursuant to this Section 9, the Employer shall continue to pay or provide to the Executive the following: (i) Salary through Date of Termination at the rate in effect immediately prior to the time a Notice of Termination is given plus any benefits and awards (including both cash and stock components) which pursuant to the terms of any Plans have been earned and otherwise payable, but which have not been paid; (ii) As severance pay, and in lieu of any further salary for any period subsequent to the Date of Termination, an amount in cash equal to two 2.99 times the sum of the annual Base Salary on the Date of Termination plus the average of the Executive’s last three years’ bonuses (the “Severance Payment”). For the purposes of the definition of “Severance Payment” the Company shall compute the average of the Executive’s last three years’ bonuses by including the greater of (A) the bonus, if any, already earned by the Executive at the time of termination related to the calendar year of the termination or (B) the bonus, if any, earned in the third full calendar year preceding the termination of the Executive (e.g., if the Executive is terminated on August 1, 2005 (and this Section 9 is applicable), the Company shall include in the bonus calculation the greater of (A) the bonus, if any, earned by the Executive through August 1, 2005, or (B) the bonus, if any, earned by the Executive in calendar year 20022003). Additionally, also for the purpose of the definition of “Severance Payment,” in the event the Executive received a grant of stock, restricted stock or stock options during any relevant year (a “Grant”), then the Company shall compute the average of the Executive’s last three years’ bonuses by including: (i) in the case of a Grant consisting of a stock grant, the amount reported by the Company to the Internal Revenue Service relating to such stock grant for the relevant year; (ii) in the case of a Grant consisting of a restricted stock grant, the full xxxxx xxxxx, computed for the purposes of this agreement by multiplying the number of granted restricted shares by the closing share price on the grant date, and; (iii) in the case of a Grant consisting of a stock option grant, the imputed present value of such options at the time of the grant, defined for purposes of this agreement as 50% of the exercise price. For example, if the Executive is terminated on October 1, 2003 (and this Section 9 is applicable) and the Executive received a cash bonus of $300,000 in 2002, a bonus consisting of stock with a value reported to the Internal Revenue Service of $400,000 in 2001, and a bonus consisting of options with an Option Value of $425,000 in 2000, then the average bonus for calculating the Severance Payment will be $375,000. (iii) The Executive will have 90 days subsequent to the Date of Termination to exercise all stock options and restricted stock awards that have been granted and were vested at Date of Termination; and (iv) All salary and benefits shall cease at the time of such termination, subject to the terms of any benefit or compensation plan then in force and applicable to the Executive. The Executive immediately waives any right or entitlement to the Severance Payment in the event that the Executive breaches any term or provision of this Agreement or the Confidential Information Agreement and Restrictive Covenant and in the event of such breach the Executive will pay to the Employer an amount equal to any portion of the Severance Payment paid to the Executive prior the Executive’s breach, in addition to any damages the Employer may be able to recover. The Employer shall not have any additional liability or obligation hereunder by reason of such termination.

Compensation and Benefits Upon Section 9 Termination. In addition to the payments specified in Section 7 of this Agreement, in the event of termination of the Executive’s employment pursuant to this Section 9, the Employer shall continue to pay or provide to the Executive the following: (i) Salary through Date of Termination at the rate in effect immediately prior to the time a Notice of Termination is given plus any benefits and awards (including both cash and stock components) which pursuant to the terms of any Plans have been earned and otherwise payable, but which have not been paid; (ii) As severance pay, and in lieu of any further salary for any period subsequent to the Date of Termination, an amount in cash equal to two times the sum of the annual Base Salary on the Date of Termination plus the average of the Executive’s last three two years’ cash bonuses (the “Severance Payment”). As used in this section, the words “cash bonuses” shall not include any long term incentive compensation, whether paid in cash, stock or stock options. For the purposes of the definition of “Severance Payment” the Company shall compute the average of the Executive’s last three two years’ bonuses by including the greater of (A) the bonus, if any, already earned by the Executive at the time of termination related to the calendar year of the termination or (B) the bonus, if any, earned in for the third second full calendar year preceding the termination of the Executive Executive, e.g. (e.g., if the Executive is terminated on August 1, 2005 (and this Section 9 is applicable), the Company shall include in the bonus calculation the greater of (A) the bonus, if any, earned by the Executive through August 1, 2005, or (B) the bonus, if any, earned by the Executive in for calendar year 20022003). Additionally, also for the purpose of the definition of “Severance Payment,” in the event the Executive received a grant of stock, restricted stock or stock options during any relevant year (a “Grant”), then the Company shall compute the average of the Executive’s last three years’ bonuses by including: (i) in the case of a Grant consisting of a stock grant, the amount reported by the Company to the Internal Revenue Service relating to such stock grant for the relevant year; (ii) in the case of a Grant consisting of a restricted stock grant, the full xxxxx xxxxx, computed for the purposes of this agreement by multiplying the number of granted restricted shares by the closing share price on the grant date, and; (iii) in the case of a Grant consisting of a stock option grant, the imputed present value of such options at the time of the grant, defined for purposes of this agreement as 50% of the exercise price. For example, if the Executive is terminated on October 1, 2003 (and this Section 9 is applicable) and the Executive received a cash bonus of $300,000 in 2002, a bonus consisting of stock with a value reported to the Internal Revenue Service of $400,000 in 2001, and a bonus consisting of options with an Option Value of $425,000 in 2000, then the average bonus for calculating the Severance Payment will be $375,000. (iii) The Executive will have 90 days subsequent to the Date of Termination to exercise all stock options and options, restricted stock grants or other equity grants and all other long term incentive grants or awards that have been granted and were vested at Date of Termination; and (iv) All salary and benefits shall cease at the time of such termination, subject to the terms of any benefit or compensation plan then in force and applicable to the Executive. The Executive immediately waives any right or entitlement to the Severance Payment in the event that the Executive breaches any term or provision of this Agreement or the Confidential Information Agreement and Restrictive Covenant and in the event of such breach the Executive will pay to the Employer an amount equal to any portion of the Severance Payment paid to the Executive prior the Executive’s breach, in addition to any damages the Employer may be able to recover. The Employer shall not have any additional liability or obligation hereunder by reason of such termination.

Compensation and Benefits Upon Section 9 Termination. In addition to the payments specified in Section 7 of this Agreement, in the event of termination of the Executive’s employment pursuant to this Section 9, the Employer shall continue to pay or provide to the Executive the following: (i) Salary through Date of Termination at the rate in effect immediately prior to the time a Notice of Termination is given plus any benefits and awards (including both cash and stock components) which pursuant to the terms of any Plans have been earned and otherwise payable, but which have not been paid; (ii) As severance pay, and in lieu of any further salary for any period subsequent to the Date of Termination, an amount in cash equal to two times the sum of the annual Base Salary on the Date of Termination plus the average of the Executive’s last three two years’ bonuses (the “Severance Payment”). As used in this section, the words “cash bonuses” shall not include any long term incentive compensation, whether paid in cash, stock or stock options. For the purposes of the definition of “Severance Payment” the Company shall compute the average of the Executive’s last three two years’ bonuses by including the greater of (A) the bonus, if any, already earned by the Executive at the time of termination related to the calendar year of the termination or (B) the bonus, if any, earned in the third second full calendar year preceding the termination of the Executive Executive, e.g. (e.g., if the Executive is terminated on August 1, 2005 (and this Section 9 is applicable), the Company shall include in the bonus calculation the greater of (A) the bonus, if any, earned by the Executive through August 1, 2005, or (B) the bonus, if any, earned by the Executive in calendar year 20022003). Additionally, also for the purpose of the definition of “Severance Payment,” in the event the Executive received a grant of stock, restricted stock or stock options during any relevant year (a “Grant”), then the Company shall compute the average of the Executive’s last three years’ bonuses by including: (i) in the case of a Grant consisting of a stock grant, the amount reported by the Company to the Internal Revenue Service relating to such stock grant for the relevant year; (ii) in the case of a Grant consisting of a restricted stock grant, the full xxxxx xxxxx, computed for the purposes of this agreement by multiplying the number of granted restricted shares by the closing share price on the grant date, and; (iii) in the case of a Grant consisting of a stock option grant, the imputed present value of such options at the time of the grant, defined for purposes of this agreement as 50% of the exercise price. For example, if the Executive is terminated on October 1, 2003 (and this Section 9 is applicable) and the Executive received a cash bonus of $300,000 in 2002, a bonus consisting of stock with a value reported to the Internal Revenue Service of $400,000 in 2001, and a bonus consisting of options with an Option Value of $425,000 in 2000, then the average bonus for calculating the Severance Payment will be $375,000. (iii) The Executive will have 90 days subsequent to the Date of Termination to exercise all stock options and restricted stock grants or other equity grants, and all other long term incentive grants or awards that have been granted and were vested at Date of Termination; and (iv) All salary and benefits shall cease at the time of such termination, subject to the terms of any benefit or compensation plan then in force and applicable to the Executive. The Executive immediately waives any right or entitlement to the Severance Payment in the event that the Executive breaches any term or provision of this Agreement or the Confidential Information Agreement and Restrictive Covenant and in the event of such breach the Executive will pay to the Employer an amount equal to any portion of the Severance Payment paid to the Executive prior the Executive’s breach, in addition to any damages the Employer may be able to recover. The Employer shall not have any additional liability or obligation hereunder by reason of such termination.

Compensation and Benefits Upon Section 9 Termination. In addition to the payments specified in Section 7 of this Agreement, in the event of termination of the Executive’s employment pursuant to this Section 9, the Employer shall continue to pay or provide to the Executive the following: (i) Salary through Date of Termination at the rate in effect immediately prior to the time a Notice of Termination is given plus any benefits and awards (including both cash and stock components) which pursuant to the terms of any Plans have been earned and otherwise payable, but which have not been paid; (ii) As severance pay, and in lieu of any further salary for any period subsequent to the Date of Termination, an amount in cash equal to two times the sum of the annual Base Salary on the Date of Termination plus the average of the Executive’s last three two years’ cash bonuses (the “Severance Payment”). As used in this section, the words “cash bonuses” shall not include any long term incentive compensation, whether paid in cash, stock or stock options. For the purposes of the definition of “Severance Payment” the Company shall compute the average of the Executive’s last three two years’ bonuses by including the greater of (A) the bonus, if any, already earned by the Executive at the time of termination related to the calendar year of the termination or (B) the bonus, if any, earned in for the third second full calendar year preceding the termination of the Executive (e.g., if the Executive is terminated on August 1, 2005 (and this Section 9 is applicable), the Company shall include in the bonus calculation the greater of (A) the bonus, if any, earned by the Executive through August 1, 2005, or (B) the bonus, if any, earned by the Executive in for calendar year 20022003). Additionally, also for the purpose of the definition of “Severance Payment,” in the event the Executive received a grant of stock, restricted stock or stock options during any relevant year (a “Grant”), then the Company shall compute the average of the Executive’s last three years’ bonuses by including: (i) in the case of a Grant consisting of a stock grant, the amount reported by the Company to the Internal Revenue Service relating to such stock grant for the relevant year; (ii) in the case of a Grant consisting of a restricted stock grant, the full xxxxx xxxxx, computed for the purposes of this agreement by multiplying the number of granted restricted shares by the closing share price on the grant date, and; (iii) in the case of a Grant consisting of a stock option grant, the imputed present value of such options at the time of the grant, defined for purposes of this agreement as 50% of the exercise price. For example, if the Executive is terminated on October 1, 2003 (and this Section 9 is applicable) and the Executive received a cash bonus of $300,000 in 2002, a bonus consisting of stock with a value reported to the Internal Revenue Service of $400,000 in 2001, and a bonus consisting of options with an Option Value of $425,000 in 2000, then the average bonus for calculating the Severance Payment will be $375,000. (iii) The Executive will have 90 days subsequent to the Date of Termination to exercise all stock options and options, restricted stock grants or other equity grants, and all other long term incentive grants or awards that have been granted and were vested at Date of Termination; and (iv) All salary and benefits shall cease at the time of such termination, subject to the terms of any benefit or compensation plan then in force and applicable to the Executive. The Executive immediately waives any right or entitlement to the Severance Payment in the event that the Executive breaches any term or provision of this Agreement or the Confidential Information Agreement and Restrictive Covenant and in the event of such breach the Executive will pay to the Employer an amount equal to any portion of the Severance Payment paid to the Executive prior the Executive’s breach, in addition to any damages the Employer may be able to recover. The Employer shall not have any additional liability or obligation hereunder by reason of such termination.