Common use of Compensation Following Termination Clause in Contracts

Compensation Following Termination. (a) Subject to the terms and conditions of this Agreement, upon a Termination Following Change in Control, as defined in Section 4, which occurs during the term of this Agreement, the Executive shall be entitled to (i) a lump sum payment, within fifteen (15) days following the date of such termination, in an amount equal to the highest annual level of total taxable compensation paid to the Executive by the Company (including any and all bonus amounts, transfers of stock and other property or other items recognized as "annualized includable compensation" under Code Section 280G(d)(1) and reported on Form W-2) during the three calendar years ended immediately prior to such termination, (ii) the immediate vesting of and an extended period of at least 180 days following the date of such termination in which to exercise all previously granted but unvested and/or unexercised options to acquire securities from the Company which were outstanding on the date of the termination (any of the Company's Stock Option Agreements with the Executive shall hereby be deemed to be amended to modify any provisions inconsistent with the vesting and extended exercise period terms herein stated), and (iii) continuing health coverage for the Executive and his family for a period of twelve (12) months following the date of such termination, at the level, benefits and cost commensurate with that which the Executive enjoyed with the Company immediately prior to such Change in Control. This continuing health coverage shall apply to the Company's obligation to provide the Executive with COBRA continuation coverage through 608 Section 601 et. seq. of the Employee Retirement Income Security Act of 1974, as amended. (b) The executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 6 be reduced by any amounts to which the Executive shall be entitled by law (nor shall payment hereunder be deemed in lieu of such amounts), by

Compensation Following Termination. (a) Subject to the terms and conditions of this Agreement, upon a Termination Following Change in Control, as defined in Section 4, which occurs during the term of this Agreement, the Executive shall be entitled to (i) a lump sum payment, within fifteen (15) days following the date of such termination, in an amount equal to the highest annual level of total taxable compensation paid to the Executive by the Company (including any and all bonus amounts, transfers of stock and other property or other items recognized as "annualized includable compensation" under Code Section 280G(d)(1) and reported on Form W-2) during the three calendar years ended immediately prior to such termination, (ii) the immediate vesting of and an extended period of at least 180 days following the date of such termination in which to exercise all previously granted but unvested and/or unexercised options to acquire securities from the Company which were outstanding on the date of the termination (any of the Company's Stock Option Agreements with the Executive shall hereby be deemed to be amended to modify any provisions inconsistent with the vesting and extended exercise period terms herein stated), and (iii) continuing health coverage for the Executive and his family for a period of twelve (12) months following the date of such termination, at the level, benefits and cost commensurate with that which the Executive enjoyed with the Company immediately prior to such Change in Control. This continuing health coverage shall apply to the Company's obligation to provide the Executive with COBRA continuation coverage through 608 Section 601 et. seq. of the Employee Retirement Income Security Act of 1974, as amended. (b) The executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 6 be reduced by any amounts to which the Executive shall be entitled by law (nor shall payment hereunder be deemed in lieu of such amounts), byby any compensation earned by the Executive as a result of employment by 61 - another employer or by retirement benefits after the date of termination or voluntary termination, or otherwise. (c) Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Executive or his estate or beneficiaries shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or registration. In lieu of withholding such amounts, the Company may accept other provisions to the end that it has sufficient funds to pay all taxes required by law to be withheld in respect of any or all of such payments.

Compensation Following Termination. (a) Subject to the terms and conditions of this Agreement, upon a Termination Following Change in Control, as defined in Section 4, which occurs during the term of this Agreement, the Executive shall be entitled to (i) a lump sum payment, within fifteen (15) days following the date of such termination, in an amount equal to the highest annual level of total taxable compensation paid to the Executive by the Company (including any and all bonus amounts, transfers of stock and other property or other items recognized as "annualized includable compensation" under Code Section 280G(d)(1) and reported on Form W-2) during the three calendar years ended immediately prior to such termination, (ii) the immediate vesting of and an extended period of at least 180 days following the date of such termination in which to exercise all previously granted but unvested and/or unexercised options to acquire securities from the Company which were outstanding on the date of the termination (any of the Company's Stock Option Agreements with the Executive shall hereby be deemed to be amended to modify any provisions inconsistent with the vesting and extended exercise period terms herein stated), and (iii) continuing health coverage for the Executive and his family for a period of twelve (12) months following the date of such termination, at the level, benefits and cost commensurate with that which the Executive enjoyed with the Company immediately prior to such Change in Control. This continuing health coverage shall apply to the Company's obligation to provide the Executive with COBRA continuation coverage through 608 Section 601 et. seq. of the Employee Retirement Income Security Act of 1974, as amended. (b) The executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 6 be reduced by any amounts to which the Executive shall be entitled by law (nor shall payment hereunder be deemed in lieu of such amounts), byby any compensation earned by the Executive as a result of employment by 79 - another employer or by retirement benefits after the date of termination or voluntary termination, or otherwise. (c) Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Executive or his estate or beneficiaries shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or registration. In lieu of withholding such amounts, the Company may accept other provisions to the end that it has sufficient funds to pay all taxes required by law to be withheld in respect of any or all of such payments.

Compensation Following Termination. (a) Subject to the terms and conditions of this Agreement, upon a Termination Following Change in Control, as defined in Section 4, which occurs during the term of this Agreement, the Executive shall be entitled to (i) a lump sum payment, within fifteen (15) days following the date of such termination, in an amount equal to the highest annual level of total taxable compensation paid to the Executive by the Company (including any and all bonus amounts, transfers of stock and other property or other items recognized as "annualized includable compensation" under Code Section 280G(d)(1) and reported on Form W-2) during the three calendar years ended immediately prior to such termination, (ii) the immediate vesting of and an extended period of at least 180 days following the date of such termination in which to exercise all previously granted but unvested and/or unexercised options to acquire securities from the Company which were outstanding on the date of the termination (any of the Company's Stock Option Agreements with the Executive shall hereby be deemed to be amended to modify any provisions inconsistent with the vesting and extended exercise period terms herein stated), and (iii) continuing health coverage for the Executive and his family for a period of twelve (12) months following the date of such termination, at the level, benefits and cost commensurate with that which the Executive enjoyed with the Company immediately prior to such Change in Control. This continuing health coverage shall apply to the Company's obligation to provide the Executive with COBRA continuation coverage through 608 Section 601 et. seq. of the Employee Retirement Income Security Act of 1974, as amended. (b) The executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 6 be reduced by any amounts to which the Executive shall be entitled by law (nor shall payment hereunder be deemed in lieu of such amounts), byby any compensation earned by the Executive as a result of employment by 88 - another employer or by retirement benefits after the date of termination or voluntary termination, or otherwise. (c) Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Executive or his estate or beneficiaries shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or registration. In lieu of withholding such amounts, the Company may accept other provisions to the end that it has sufficient funds to pay all taxes required by law to be withheld in respect of any or all of such payments.

Compensation Following Termination. (a) Subject to the terms and conditions of this Agreement, upon a Termination Following Change in Control, as defined in Section 4, which occurs during the term of this Agreement, the Executive shall be entitled to (i) a lump sum payment, within fifteen (15) days following the date of such termination, in an amount equal to two times the highest annual level of total taxable compensation paid to the Executive by the Company (including any and all bonus amounts, transfers of stock and other property or other items recognized as "annualized includable compensation" under Code Section 280G(d)(1) and reported on Form W-2) during the three calendar years ended immediately prior to such termination, (ii) the immediate vesting of and an extended period of at least 180 days following the date of such termination in which to exercise all previously granted but unvested and/or and or unexercised options to acquire securities from the Company which were outstanding on the date of the termination (any of the Company's Stock Option Agreements with the Executive shall hereby be deemed to be amended to modify any provisions inconsistent with the vesting and extended exercise period terms herein stated), and (iii) continuing health coverage for the Executive and his family for a period of twelve eighteen (1218) months following the date of such termination, at the level, benefits and cost commensurate with that which the Executive enjoyed with the Company immediately prior to such Change in Control. This continuing health coverage shall apply to the Company's obligation to provide the Executive with COBRA continuation coverage through 608 Section 601 et. et seq. of the Employee Retirement Income Security Act of 1974, as amended. (b) The executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 6 be reduced by any amounts to which the Executive shall be entitled by law (nor shall payment hereunder be deemed in lieu of such amounts), by any compensation earned by the Executive as a result of employment by

Compensation Following Termination. (a) Subject to the terms and conditions of this Agreement, upon a Termination Following Change in Control, as defined in Section 4, which occurs during the term of this Agreement, the Executive shall be entitled to (i) a lump sum payment, within fifteen (15) days following the date of such termination, in an amount equal to the highest annual level of total taxable compensation paid to the Executive by the Company (including any and all bonus amounts, transfers of stock and other property or other items recognized as "annualized includable compensation" under Code Section 280G(d)(1) and reported on Form W-2) during the three calendar years ended immediately prior to such termination, (ii) the immediate vesting of and an extended period of at least 180 days following the date of such termination in which to exercise all previously granted but unvested and/or unexercised options to acquire securities from the Company which were outstanding on the date of the termination (any of the Company's Stock Option Agreements with the Executive shall hereby be deemed to be amended to modify any provisions inconsistent with the vesting and extended exercise period terms herein stated), and (iii) continuing health coverage for the Executive and his family for a period of twelve (12) months following the date of such termination, at the level, benefits and cost commensurate with that which the Executive enjoyed with the Company immediately prior to such Change in Control. This continuing health coverage shall apply to the Company's obligation to provide the Executive with COBRA continuation coverage through 608 Section 601 et. seq. of the Employee Retirement Income Security Act of 1974, as amended. (b) The executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 6 be reduced by any amounts to which the Executive shall be entitled by law (nor shall payment hereunder be deemed in lieu of such amounts), byby any compensation earned by the Executive as a result of employment by 70 - another employer or by retirement benefits after the date of termination or voluntary termination, or otherwise. (c) Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Executive or his estate or beneficiaries shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or registration. In lieu of withholding such amounts, the Company may accept other provisions to the end that it has sufficient funds to pay all taxes required by law to be withheld in respect of any or all of such payments.

Compensation Following Termination. (a) Subject to the terms and conditions of this Agreement, upon a Termination Following Change in Control, as defined in Section 4, which occurs during the term of this Agreement, the Executive shall be entitled to (i) a lump sum payment, within fifteen (15) days following the date of such termination, in an amount equal to two times the highest annual level of total taxable compensation paid to the Executive by the Company (including any and all bonus amounts, transfers of stock and other property or other items recognized as "annualized includable compensation" under Code Section 280G(d)(1) and reported on Form W-2) during the three calendar years ended immediately prior to such termination, (ii) the immediate vesting of and an extended period of at least 180 days following the date of such termination in which to exercise all previously granted but unvested and/or unexercised options to acquire securities from the Company which were outstanding on the date of the termination (any of the Company's Stock Option Agreements with the Executive shall hereby be deemed to be amended to modify any provisions inconsistent with the vesting and extended exercise period terms herein stated), and (iii) continuing health coverage for the Executive and his family for a period of twelve eighteen (1218) months following the date of such termination, at the level, benefits and cost commensurate with that which the Executive enjoyed with the Company immediately prior to such Change in Control. This continuing health coverage shall apply to the Company's obligation to provide the Executive with COBRA continuation coverage through 608 Section 601 et. et seq. of the Employee Retirement Income Security Act of 1974, as amended. (b) The executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 6 be reduced by any amounts to which the Executive shall be entitled by law (nor shall payment hereunder be deemed in lieu of such amounts), byby any compensation earned by the Executive as a result of employment by 52 - another employer or by retirement benefits after the date of termination or voluntary termination, or otherwise. (c) Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Executive or his estate or beneficiaries shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or registration. In lieu of withholding such amounts, the Company may accept other provisions to the end that it has sufficient funds to pay all taxes required by law to be withheld in respect of any or all of such payments.